Michigan Compiled Laws

Mich. Comp. Laws § 450.1541a (2026)

Director or officer; manner of discharging duties; reliance on information, opinions, reports, or statements; action against director or officer; limitations.

✓ current as of July 2026

Find cases: SyfertCases citing this section MI-LEGlegislature.mi.gov JustiaChapter on Justia CornellLII Search CasesGoogle Scholar

BUSINESS CORPORATION ACT

Act 284 of 1972

450.1541a Director or officer; manner of discharging duties; reliance on information, opinions, reports, or statements; action against director or officer; limitations.

Sec. 541a.

(1) A director or officer shall discharge his or her duties as a director or officer including his or her duties as a member of a committee in the following manner:

(a) In good faith.

(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances.

(2) In discharging his or her duties, a director or officer 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:

(a) One or more directors, officers, or employees of the corporation, or of a business organization under joint control or common control, whom the director or officer reasonably believes to be reliable and competent in the matters presented.

(b) Legal counsel, public accountants, engineers, or other persons as to matters the director or officer reasonably believes are within the person's professional or expert competence.

(c) A committee of the board of which he or she is not a member if the director or officer reasonably believes the committee merits confidence.

(3) A director or officer is not entitled to rely on the information set forth in subsection (2) if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.

(4) An action against a director or officer for failure to perform the duties imposed by this section shall be commenced within 3 years after the cause of action has accrued, or within 2 years after the time when the cause of action is discovered or should reasonably have been discovered, by the complainant, whichever occurs first.

History: Add. 1989, Act 121, Eff. Oct. 1, 1989

Notes of Decisions

Cited in 32 cases (7 in the last 5 years), 1994–2025 · leading case: Baks v. Moroun, 576 N.W.2d 413 (Mich. Ct. App. 1998).

Sort: Relevance Newest Treatment

Baks v. Moroun, 576 N.W.2d 413 (Mich. Ct. App. 1998). · cites it 12× “§ 450.1541a; M.S.A. § 21.200(541a) by usurping corporate opportunities and what plaintiffs denominate "an oppressed minority shareholder action under M.”

Camden v. Kaufman, 613 N.W.2d 335 (Mich. Ct. App. 2000). · cites it 5× “Plaintiff first argues that his claim of breach of fiduciary duty pursuant to MCL 450.1541a; MSA 21.200(541a), which required that defendants act in a manner to obtain the “best” or “maximum” value *394 available for the common stock, was not precluded by MCL 450.”

Estes v. Idea Eng'g & Fabricating, Inc, 649 N.W.2d 84 (Mich. Ct. App. 2002). · cites it 3× “1489 (hereinafter § 489, which by its terms is limited to closely held corporations) and MCL 450.1541a (hereinafter § 541a). In addition to damages, plaintiffs sought equitable relief including an order canceling the redemption of their shares, appointing a receiver, and placing…”

Blankenship v. Superior Controls, Inc., 135 F. Supp. 3d 608 (E.D. Mich. 2015). · cites it 7× “§ 450.1541a. M.C.L. § 450.1541a(l) provides: (1) A director or officer shall discharge his or her duties as a director or officer including his or her duties as a member of a committee in the following manner: (a) In good faith.”

Madugula v. Taub, 853 N.W.2d 75 (Mich. 2014). “*692 Madugula sued Taub and Dataspace, asserting the following six counts in the complaint: (1) shareholder oppression under § 489, (2) breach of the duty of good faith under MCL 450.1541a, (3) common-law fraud and misrepresentation, (4) exemplary damages, (5) an appointment of…”

Kravitz v. Summersett (In re Great Lakes Comnet, Inc.), 588 B.R. 1 (Bankr. W.D. Mich. 2018). · cites it 2× “Even if the court applied Mich. Comp. Laws 450.1541a(4) limitations period with its applicable discovery rule as the Trustee argues, the result would be the same.”

Austin v. Trandell, 207 F. Supp. 2d 616 (E.D. Mich. 2002). · cites it 3× “§ 450.1541a(4),. applies. Section 450.1541a(4) provides: An action against a director or officer for failure to perform the duties imposes by this section shall be commenced within 3 years after the cause of action has accrued, or within 2 years after the time when the cause of…”

Productivity Tech. Corp. v. Levine, 268 F. Supp. 3d 940 (E.D. Mich. 2017). · cites it 4× “Presently before the Court is the defendants’ motion to dismiss three counts of the amended complaint: breach of Michigan Compiled Laws § 450.1541a (which requires corporate directors to discharge their .”

Frank v. Linkner, 871 N.W.2d 363 (Mich. Ct. App. 2015). “Baks, 227 Mich App at 486 (describing MCL 450.1541a(4), which pertains to a corporate officer’s discharge of fiduciary duties, as a statute of repose).”

Meyer Jewelry Co. v. Meyer Holdings, Inc., 906 F. Supp. 428 (E.D. Mich. 1995). “§ 450.1541a(l). 3 Meyer Holdings has not demonstrated a substantial likelihood of proving that the corporate acts complained of, namely the Schwartz Group transaction and Marjorie Siegel’s salary, constitute breaches of fiduciary duty.”

Resolution Trust Corp. v. Rahn, 854 F. Supp. 480 (W.D. Mich. 1994). · cites it 2× “RTC alleges and provides expert opinion 9 to support finding that defendants did not undertake the necessary effort to ensure that they were sufficiently informed prior to making the investment decisions.”

Estes v. Idea Eng'g & Fabricating, Inc, 631 N.W.2d 89 (Mich. Ct. App. 2001). · cites it 3× “1489 (hereinafter § 489, which by its terms is limited to closely held corporations) and MCL 450.1541a (hereinafter § 541a). In addition to damages, plaintiffs sought equitable relief including an order canceling the redemption of their shares, appointing a receiver, and placing…”

Show all 32 citing cases →

— Mich. Comp. Laws § 450.1541a(1) — 9 cases

Msc 345758 Leslie J Murphy V Samuel M Inman Iii Supremecourtopinion 4/5/2022 (Mich. 2022).

Leslie J Murphy v. Samuel M Inman III (Mich. 2022).

James McGue v. Glenbrook Beach Ass'n (Mich. Ct. App. 2018).

John Madden v. Joseph a Avila (Mich. Ct. App. 2016).

— Mich. Comp. Laws § 450.1541a(1)(a) — 8 cases

in Re Caraco Pharm. Labs. Shareholder Litig. (Mich. Ct. App. 2017).

Ejll Lumaj v. Edward J Walker (Mich. Ct. App. 2016).

John Madden v. Joseph a Avila (Mich. Ct. App. 2016).

William Wentworth Jr v. William Wentworth Sr (Mich. Ct. App. 2017).

— Mich. Comp. Laws § 450.1541a(1)(b) — 2 cases

in Re Caraco Pharm. Labs. Shareholder Litig. (Mich. Ct. App. 2017).

— Mich. Comp. Laws § 450.1541a(1)(c) — 4 cases

Msc 345758 Leslie J Murphy V Samuel M Inman Iii Supremecourtopinion 4/5/2022 (Mich. 2022).

Leslie J Murphy v. Samuel M Inman III (Mich. 2022).

in Re Caraco Pharm. Labs. Shareholder Litig. (Mich. Ct. App. 2017).

— Mich. Comp. Laws § 450.1541a(2) — 1 case

Resolution Trust Corp. v. Rahn, 854 F. Supp. 480 (W.D. Mich. 1994). “RTC alleges and provides expert opinion 9 to support finding that defendants did not undertake the necessary effort to ensure that they were sufficiently informed prior to making the investment decisions.”

— Mich. Comp. Laws § 450.1541a(2)(b) — 1 case

Camden v. Kaufman, 613 N.W.2d 335 (Mich. Ct. App. 2000). “Plaintiff first argues that his claim of breach of fiduciary duty pursuant to MCL 450.1541a; MSA 21.200(541a), which required that defendants act in a manner to obtain the “best” or “maximum” value *394 available for the common stock, was not precluded by MCL 450.”

— Mich. Comp. Laws § 450.1541a(4) — 11 cases

Baks v. Moroun, 576 N.W.2d 413 (Mich. Ct. App. 1998). “§ 450.1541a; M.S.A. § 21.200(541a) by usurping corporate opportunities and what plaintiffs denominate "an oppressed minority shareholder action under M.”

Estes v. Idea Eng'g & Fabricating, Inc, 649 N.W.2d 84 (Mich. Ct. App. 2002). “1489 (hereinafter § 489, which by its terms is limited to closely held corporations) and MCL 450.1541a (hereinafter § 541a). In addition to damages, plaintiffs sought equitable relief including an order canceling the redemption of their shares, appointing a receiver, and placing…”

Kravitz v. Summersett (In re Great Lakes Comnet, Inc.), 588 B.R. 1 (Bankr. W.D. Mich. 2018). “Even if the court applied Mich. Comp. Laws 450.1541a(4) limitations period with its applicable discovery rule as the Trustee argues, the result would be the same.”

Austin v. Trandell, 207 F. Supp. 2d 616 (E.D. Mich. 2002). “§ 450.1541a(4),. applies. Section 450.1541a(4) provides: An action against a director or officer for failure to perform the duties imposes by this section shall be commenced within 3 years after the cause of action has accrued, or within 2 years after the time when the cause of…”

Blankenship v. Superior Controls, Inc., 135 F. Supp. 3d 608 (E.D. Mich. 2015). “§ 450.1541a. M.C.L. § 450.1541a(l) provides: (1) A director or officer shall discharge his or her duties as a director or officer including his or her duties as a member of a committee in the following manner: (a) In good faith.”

— Mich. Comp. Laws § 450.1541a(l) — 2 cases

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.