2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 717 - Duty of Directors.

§ 717. Duty of directors.
(a)  A  director shall perform his duties as a director, including his
duties as a member of any committee of  the  board  upon  which  he  may
serve,  in  good  faith and with that degree of care which an ordinarily
prudent person in a like position would use under similar circumstances.
In performing his duties, a  director  shall  be  entitled  to  rely  on
information,   opinions,   reports  or  statements  including  financial
statements and other financial data, in each case prepared or  presented
by:
(1)  one  or  more  officers or employees of the corporation or of any
other corporation of which at least fifty percentum of  the  outstanding
shares  of  stock entitling the holders thereof to vote for the election
of directors is owned directly or indirectly by  the  corporation,  whom
the  director  believes  to  be  reliable  and  competent in the matters
presented,
(2) counsel, public accountants or other persons as to  matters  which
the  director believes to be within such person's professional or expert
competence, or
(3) a committee of the board  upon  which  he  does  not  serve,  duly
designated  in  accordance  with  a  provision  of  the  certificate  of
incorporation or the  by-laws,  as  to  matters  within  its  designated
authority, which committee the director believes to merit confidence,
so  long as in so relying he shall be acting in good faith and with such
degree of care, but he shall not be considered  to  be  acting  in  good
faith  if  he has knowledge concerning the matter in question that would
cause such reliance to be unwarranted. A  person  who  so  performs  his
duties  shall  have  no  liability  by  reason of being or having been a
director of the corporation.
(b) In taking action, including, without limitation, action which  may
involve  or relate to a change or potential change in the control of the
corporation,  a  director  shall  be  entitled  to   consider,   without
limitation,  (1)  both the long-term and the short-term interests of the
corporation  and  its  shareholders  and  (2)  the  effects   that   the
corporation's  actions  may  have  in the short-term or in the long-term
upon any of the following:
(i) the prospects for potential growth, development, productivity  and
profitability of the corporation;
(ii) the corporation's current employees;
(iii)  the  corporation's  retired  employees  and other beneficiaries
receiving or entitled to receive retirement, welfare or similar benefits
from or pursuant to any plan sponsored, or agreement  entered  into,  by
the corporation;
(iv) the corporation's customers and creditors; and
(v)  the  ability  of  the corporation to provide, as a going concern,
goods, services, employment opportunities and  employment  benefits  and
otherwise to contribute to the communities in which it does business.
Nothing in this paragraph shall create any duties owed by any director
to  any  person or entity to consider or afford any particular weight to
any of the foregoing or abrogate  any  duty  of  the  directors,  either
statutory or recognized by common law or court decisions.
For  purposes  of this paragraph, "control" shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of
the management and policies of  the  corporation,  whether  through  the
ownership of voting stock, by contract, or otherwise.