Louisiana Revised Statutes 12:1823 – Standard of conduct for officers
Terms Used In Louisiana Revised Statutes 12:1823
- Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- General public benefit: means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation. See Louisiana Revised Statutes 12:1803
- person: includes a body of persons, whether incorporated or not. See Louisiana Revised Statutes 1:10
- Specific public benefit: means any of the following:
(a) Serving low-income or underserved individuals or communities. See Louisiana Revised Statutes 12:1803
A. Each officer of a benefit corporation shall consider the interests and factors described in La. Rev. Stat. 12:1821 in the manner provided in that Section if all of the following applies:
(1) The officer has discretion to act with respect to the matter.
(2) It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of a general public benefit or a specific public benefit identified in the articles of the benefit corporation.
B. The consideration of interests and factors pursuant to Subsection A of this Section shall not constitute a violation of La. Rev. Stat. 12:91.
C. An officer shall not be personally liable for monetary damages for either of the following:
(1) An action or omission as an officer if the officer performed the duties of the position pursuant to La. Rev. Stat. 12:91.
(2) Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.
D. An officer shall not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
Acts 2012, No. 442, §1.