A. A director's duties, including duties as a member of a committee, shall be discharged:
1. In good faith.
2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances.
3. In a manner the director reasonably believes to be in the best interests of the corporation.
B. In discharging duties, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by any of the following:
1. One or more officers or employees of the corporation whom the director reasonably believes are reliable and competent in the matters presented.
2. Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person's professional or expert competence.
3. A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
C. A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection B of this section unwarranted.
D. Unless otherwise provided in the articles of incorporation or bylaws or a resolution of the board of directors of the corporation, in determining what is in the best interests of the corporation, a director:
1. Must consider the effect of a proposed action or inaction on the shareholders and whether a proposed action or inaction may further the purposes of the corporation.
2. May consider the effects of any action or inaction on the long-term and short-term interests of the corporation, its shareholders, employees, customers, community and environment and any other group and other pertinent factors that the director deems appropriate.
E. The best interests of the corporation do not require that any particular interests be given priority over other interests unless the articles of incorporation, the bylaws, a resolution of the board of directors or a resolution approved by the number of shareholders required to amend the articles of incorporation states an intention to give priority to particular interests.
Notes of Decisions
Cited in
11
cases (
1 in the last 5 years), 2007–2021 · leading case:
Dawson v. Withycombe, 163 P.3d 1034 (Ariz. Ct. App. 2007).
Dawson v. Withycombe, 163 P.3d 1034 (Ariz. Ct. App. 2007).
· cites it 4× “Ultimately the court stated that it was simply going to use A.R.S. § 10-830 (2004) on the reliance issue and that, subject to further discussion, it intended not to address the issue of presumption of good faith being lost on a conflict of interest.”
Wichansky v. Zowine, 150 F. Supp. 3d 1055 (D. Ariz. 2015).
· cites it 2× “See also A.R.S. § 10-830(A) (duties of directors).”
Gries v. Plaza Del Rio Mgmt. Corp., 335 P.3d 530 (Ariz. Ct. App. 2014).
· cites it 2× “”) section 10-732 and therefore had expired as of June 30, 2010 (Count 1); (2) alleged that Harper breached fiduciary duties and breached statutory standards of conduct pursuant to A.R.S. §§ 10-830 and -842 by paying herself pursuant to the expired shareholder’s agreement (Count…”
Bill Johnson's Restaurants, Inc. v. Plattner, Schneidman, Schneider, Jeffries & Plattner, P.C., 255 F. Supp. 3d 927 (D. Ariz. 2017).
· cites it 2× “§ 10-830, 3) engaging in conflicting interest transactions, 4) defalcation/misappropriation of corporate assets, 4) engaging in fraudulent transfers, and 5) violating the Trust Fund Doctrine. The Harmon defendants argue that there is no admissible evidence establishing any of…”
MorrisAnderson & Assocs. Ltd. v. Redeye II LLC (D. Ariz. 2020).
· cites it 8× “In 14 Wichansky, the court “concluded that the fiduciary duties of directors and officers are 15 defined by [A.R.S. § 10-830] in Arizona,” and that “[n]o Arizona case holds that the 16 common law of director and officer duties survives these statutes, and commentators 17 suggest…”
Singh v. Malhotra (Ariz. Ct. App. 2018).
· cites it 6× “Singh additionally points out that the extent or possibility of such narrowing or limiting “has not been determined by Arizona courts.”
Dawson v. Withycombe, 160 P.3d 1157 (Ariz. Ct. App. 2007).
· cites it 4× “Ultimately the court stated that it was simply going to use A.R.S. § 10-830 (2004) on the reliance issue and that, subject to further discussion, it intended not to address the issue of presumption of good faith being lost on a conflict of interest.”
Powers Steel v. Vinton Steel (Ariz. Ct. App. 2021).
· cites it 2× “Compare A.R.S. §§ 10-830(A), -842(A) (providing fiduciary duties for corporate officers and directors), with A.”
— Ariz. Rev. Stat. § 10-830(A) — 3 cases
Wichansky v. Zowine, 150 F. Supp. 3d 1055 (D. Ariz. 2015).
“See also A.R.S. § 10-830(A) (duties of directors).”
Powers Steel v. Vinton Steel (Ariz. Ct. App. 2021).
“Compare A.R.S. §§ 10-830(A), -842(A) (providing fiduciary duties for corporate officers and directors), with A.”
— Ariz. Rev. Stat. § 10-830(D) — 1 case
Singh v. Malhotra (Ariz. Ct. App. 2018).
“Singh additionally points out that the extent or possibility of such narrowing or limiting “has not been determined by Arizona courts.”
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.