Virginia Code

Va. Code Ann. § 13.1-690 (2026)

General standards of conduct for director

✓ current as of May 2026

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A. A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith business judgment of the best interests of the corporation.

B. Unless a director has knowledge or information concerning the matter in question that makes reliance unwarranted, the director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

1. One or more officers or employees of the corporation whom the director believes, in good faith, to be reliable and competent in the matters presented;

2. Legal counsel, public accountants, or other persons as to matters the director believes, in good faith, are within the person's professional or expert competence; or

3. A committee of the board of directors of which he is not a member if the director believes, in good faith, that the committee merits confidence.

C. A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.

D. A person alleging a violation of this section has the burden of proving the violation.

Code 1950, §§ 13-206, 13-207, 13.1-44; 1956, c. 428; 1985, c. 522; 2019, c. 734.

Notes of Decisions

Cited in 42 cases (3 in the last 5 years), 1989–2026 · leading case: Willard v. Moneta Bldg. Supply, Inc., 515 S.E.2d 277 (Va. 1999).

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Willard v. Moneta Bldg. Supply, Inc., 515 S.E.2d 277 (Va. 1999). · cites it 74× “and Rose Mary, as the only remaining directors of Moneta, did not have a duty to maximize the price received for the sale of Moneta's assets and by concluding that they discharged their duties in accordance with the provisions of Code § 13.1-690. Willard asks us to judge the…”

Simmons v. Miller, 544 S.E.2d 666 (Va. 2001). · cites it 13× “Miller asserts that she was entitled to the benefit of the statutory business judgment rule 3 codified at Code § 13.1-690, which provides: A. A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith…”

Schnelling v. Crawford (In Re James River Coal Co.), 360 B.R. 139 (Bankr. E.D. Va. 2007). · cites it 11× “The Trustee asserts that these actions and failures were fraudulent, unconscionable, motivated by bad faith, or the product of undue influence.”

Matson v. Alpert (In re LandAmerica Fin. Grp., Inc.), 470 B.R. 759 (Bankr. E.D. Va. 2012). · cites it 14× “27 The Business Judgment Rule LFG Directors Virginia’s standard of conduct owed by corporate directors, codified in Va.Code Ann. § 13.1-690, states that “[a] director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with…”

Flippo v. CSC Assocs. III, L.L.C., 547 S.E.2d 216 (Va. 2001). · cites it 4× “1(A); see Code § 13.1-690(A). By virtually identical lan *57 guage, Code §§ 13.”

Gordon Props., LLC v. First Owners' Ass'n of Forty Six Hundred Condo. (In re Gordon Props., LLC), 515 B.R. 454 (Bankr. E.D. Va. 2013). · cites it 12× “2d 708 (1992) (applying Va.Code (1950) § 13.1-690 and § 13.1-691).”

WLR Foods, Inc. v. Tyson Foods, Inc., 857 F. Supp. 492 (W.D. Va. 1994). · cites it 9× “30(a) with Va.Code Ann. § 13.1-690. See Daniel T. Murphy, The New Virginia Stock Corporation Act: A Primer, 20 U.”

DCG & T ex rel. Battaglia/Ira v. Knight, 68 F. Supp. 3d 579 (E.D. Va. 2014). · cites it 5× “defendants also attempt to counter DCG & T’s claims of fiduciary breach by seeking cover under Virginia’s statutory business judgment rule, Virginia Code § 13.1-690. Under this provision, if a *588 director acts “in accordance with his [or] her good faith business judgment of…”

Byelick v. Vivadelli, 79 F. Supp. 2d 610 (E.D. Va. 1999). · cites it 6× “§ 13.1-690 (emphasis added). In so discharging his duties, a director is entitled to rely on the advice of certain others, including professionals and legal counsel, provided that the director has no reason to suspect that such reliance is unwarranted.”

Remora Investments, L.L.C. v. Orr, 673 S.E.2d 845 (Va. 2009). · cites it 4× “1(A) reads: "A manager shall discharge his or its duties as a manager in accordance with the manager's good faith business judgment of the best interests of the limited liability company.”

Cohen v. Un-Ltd. Holdings, Inc. (In Re Nelco, Ltd.), 264 B.R. 790 (Bankr. E.D. Va. 1999). · cites it 6× “rely on Virginia Code § 13.1-690, which allows a director or officer to avoid personal liability for business decisions if the advice of professionals is utilized.”

KMK Factoring, L.L.C. v. McKnew (In Re McKnew), 270 B.R. 593 (Bankr. E.D. Va. 2001). · cites it 2× “Va.Code. Ann. § 13.1-1024.1 (1992). The good faith business judgment provisions of the Virginia L.”

Show all 42 citing cases →

— Va. Code Ann. § 13.1-690(0) — 1 case

Dellastatious v. Williams, 242 F.3d 191 (4th Cir. 2001).

— Va. Code Ann. § 13.1-690(A) — 9 cases

Simmons v. Miller, 544 S.E.2d 666 (Va. 2001). “Miller asserts that she was entitled to the benefit of the statutory business judgment rule 3 codified at Code § 13.1-690, which provides: A. A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith…”

Flippo v. CSC Assocs. III, L.L.C., 547 S.E.2d 216 (Va. 2001). “1(A); see Code § 13.1-690(A). By virtually identical lan *57 guage, Code §§ 13.”

Willard v. Moneta Bldg. Supply, Inc., 515 S.E.2d 277 (Va. 1999). “and Rose Mary, as the only remaining directors of Moneta, did not have a duty to maximize the price received for the sale of Moneta's assets and by concluding that they discharged their duties in accordance with the provisions of Code § 13.1-690. Willard asks us to judge the…”

Matson v. Alpert (In re LandAmerica Fin. Grp., Inc.), 470 B.R. 759 (Bankr. E.D. Va. 2012). “27 The Business Judgment Rule LFG Directors Virginia’s standard of conduct owed by corporate directors, codified in Va.Code Ann. § 13.1-690, states that “[a] director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with…”

WLR Foods, Inc. v. Tyson Foods, Inc., 857 F. Supp. 492 (W.D. Va. 1994). “30(a) with Va.Code Ann. § 13.1-690. See Daniel T. Murphy, The New Virginia Stock Corporation Act: A Primer, 20 U.”

— Va. Code Ann. § 13.1-690(B) — 8 cases

Flippo v. CSC Assocs. III, L.L.C., 547 S.E.2d 216 (Va. 2001). “1(A); see Code § 13.1-690(A). By virtually identical lan *57 guage, Code §§ 13.”

DCG & T ex rel. Battaglia/Ira v. Knight, 68 F. Supp. 3d 579 (E.D. Va. 2014). “defendants also attempt to counter DCG & T’s claims of fiduciary breach by seeking cover under Virginia’s statutory business judgment rule, Virginia Code § 13.1-690. Under this provision, if a *588 director acts “in accordance with his [or] her good faith business judgment of…”

Commonwealth Transp. Comm'r v. Matyiko, 481 S.E.2d 468 (Va. 1997).

— Va. Code Ann. § 13.1-690(B)(1) — 1 case

Willard ex rel. Moneta Bldg. Supply, Inc. v. Moneta Bldg. Supply, Inc., 50 Va. Cir. 558 (Bedford Cir. Ct. 1998).

— Va. Code Ann. § 13.1-690(B)(2) — 1 case

Willard ex rel. Moneta Bldg. Supply, Inc. v. Moneta Bldg. Supply, Inc., 50 Va. Cir. 558 (Bedford Cir. Ct. 1998).

— Va. Code Ann. § 13.1-690(C) — 8 cases

Colgate v. Disthene Grp., Inc., 85 Va. Cir. 286 (Buckingham Cir. Ct. 2012).

Dellastatious v. Williams, 242 F.3d 191 (4th Cir. 2001).

— Va. Code Ann. § 13.1-690(D) — 3 cases

Izadpanah v. Boeing Jt. Venture, 412 S.E.2d 708 (Va. 1992).

Gordon Props., LLC v. First Owners' Ass'n of Forty Six Hundred Condo. (In re Gordon Props., LLC), 515 B.R. 454 (Bankr. E.D. Va. 2013). “2d 708 (1992) (applying Va.Code (1950) § 13.1-690 and § 13.1-691).”

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