Wisconsin Statutes
Wis. Stat. § 180.0828 (2026)
Limited liability of directors
✓ current as of July 2026
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180.0828(1)(1) Except as provided in sub. (2), a director is not liable to the corporation, its shareholders, or any person asserting rights on behalf of the corporation or its shareholders, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following:
180.0828(1)(a)(a) A willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director has a material conflict of interest.
180.0828(1)(b)(b) A violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful.
180.0828(2)(2) A corporation may limit the immunity provided under this section by its articles of incorporation. A limitation under this subsection applies if the cause of action against a director accrues while the limitation is in effect.
180.0828 AnnotationWisconsin’s business judgment rule is codified in this section. The business judgment rule is substantive law because acts of the board of directors done in good faith and in the honest belief that its decisions were in the best interest of the company cannot form the basis for a legal claim against directors. It is also procedural because it limits judicial review of internal corporate business decisions made in good faith. The rule creates an evidentiary presumption that the acts of the board of directors were done in good faith and in the honest belief that its decisions were in the best interest of the company. Data Key Partners v. Permira Advisers LLC, 2014 WI 86, 356 Wis. 2d 665, 849 N.W.2d 693, 12-1967.
180.0828 AnnotationIn order to fall outside of the protection that this section grants directors, plaintiffs must plead facts that create a plausible claim that the directors’ acts were taken in contravention of sub. (1). To survive a motion to dismiss, plaintiffs must plead facts sufficient to plausibly show that the directors’ actions constitute: 1) a willful failure to deal fairly with the minority shareholders on a matter in which the director has a material conflict of interest; 2) receipt of an improper personal profit; or 3) willful misconduct. Data Key Partners v. Permira Advisers LLC, 2014 WI 86, 356 Wis. 2d 665, 849 N.W.2d 693, 12-1967. See also Cattau v. National Insurance Services of Wisconsin, Inc., 2019 WI 46, 386 Wis. 2d 515, 926 N.W.2d 756, 16-0493.
180.0828 AnnotationThe Business Judgment Rule in Wisconsin. Davis. 2015 WLR 475.
180.0828 AnnotationProtecting Corporate Directors: Wisconsin’s Business Judgment Rule. Davis. Wis. Law. June 2015.
Notes of Decisions
Cited in 11
cases (2 in the last 5 years), 1992–2024 · leading case: Data Key Partners v. Permira Advisors LLC, 2014 WI 86 (Wis. 2014).
Data Key Partners v. Permira Advisors LLC, 2014 WI 86 (Wis. 2014). “3 Defendant directors contend that plaintiffs have not pled facts sufficient to show that they are entitled to relief because they have not pled around the business judgment rule, codified at Wis. Stat. § 180.0828 (2011-12).4 As to the majority shareholders, they claim that…”
Gottsacker v. Monnier, 2005 WI 69 (Wis. 2005). “[10] This language closely follows Wis. Stat. § 180.0828 (1)(a), the statute governing limited liability of directors of corporations.”
Reget v. Paige, 2001 WI App 73 (Wis. Ct. App. 2001). “However, they deny that excessive compensation has been paid.”
Jadair Inc. v. United States Fire Ins., 562 N.W.2d 401 (Wis. 1997). “, Wis. Stat. §§ 180.0828 , 181.287. The cost of such benefit includes the requirement that the corporation be represented by a licensed lawyer for court appearances and legal services.”
Irene Dixon v. Ladish Co. Incor, 667 F.3d 891 (7th Cir. 2012). “Defendants assert that the business judgment rule, or Wis. Stat. § 180.0828 , moot Dixon’s claim for damages.”
Dewey v. Bechthold, 384 F. Supp. 3d 971 (E.D. Wis. 2019). “The statute holds that directors may be liable for damages arising from a breach of their duties as directors if the breach constituted "willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director has a material…”
Data Key Partners v. Permira Advisors LLC, 2013 WI App 107 (Wis. Ct. App. 2013). “The business judgment rule is codified in Wisconsin in Wis. Stat. § 180.0828 (2011-12) 5 and currently provides, as most pertinent here, as follows: Limited liability of directors.”
IGL-Wisconsin Awning, Tent & Trailer Co. v. Milwaukee Air & Water Show, Inc., 520 N.W.2d 279 (Wis. Ct. App. 1994). “4 It is also not defined in § 180.0828(l)(d), STATS., which grants immunity to directors of business corporations against claims by "the corporation, its shareholders, or any person asserting rights on behalf of the corporation or its shareholders, for damages, settlements,…”
Marquardt Mgmt. Servs., Inc. v. Attic Angel Ass'n, Inc. (Wis. Ct. App. 2023). “§ 180.0828(1), the immunity statute at issue in Data Key.”
Fed. Deposit Ins. v. Canfield, 967 F.2d 443 (10th Cir. 1992). “§ 23 -l-35-l(e) (West 1991); Wis. Stat.Ann. § 180.0828(1) (West 1992).”
Est. of Stephen O'Bryan v. David O'Bryan (Wis. Ct. App. 2024). “2023AP1259 § 180.0828(1). The Corporate Individuals’ attempts to maintain the property as a going concern do not rise to the level of oppression under § 180.”
— Wis. Stat. § 180.0828(1) — 4 cases
Data Key Partners v. Permira Advisors LLC, 2014 WI 86 (Wis. 2014). “3 Defendant directors contend that plaintiffs have not pled facts sufficient to show that they are entitled to relief because they have not pled around the business judgment rule, codified at Wis. Stat. § 180.0828 (2011-12).4 As to the majority shareholders, they claim that…”
Marquardt Mgmt. Servs., Inc. v. Attic Angel Ass'n, Inc. (Wis. Ct. App. 2023). “§ 180.0828(1), the immunity statute at issue in Data Key.”
Fed. Deposit Ins. v. Canfield, 967 F.2d 443 (10th Cir. 1992). “§ 23 -l-35-l(e) (West 1991); Wis. Stat.Ann. § 180.0828(1) (West 1992).”
Est. of Stephen O'Bryan v. David O'Bryan (Wis. Ct. App. 2024). “2023AP1259 § 180.0828(1). The Corporate Individuals’ attempts to maintain the property as a going concern do not rise to the level of oppression under § 180.”
— Wis. Stat. § 180.0828(1)(a) — 2 cases
Data Key Partners v. Permira Advisors LLC, 2014 WI 86 (Wis. 2014). “3 Defendant directors contend that plaintiffs have not pled facts sufficient to show that they are entitled to relief because they have not pled around the business judgment rule, codified at Wis. Stat. § 180.0828 (2011-12).4 As to the majority shareholders, they claim that…”
Gottsacker v. Monnier, 2005 WI 69 (Wis. 2005). “[10] This language closely follows Wis. Stat. § 180.0828 (1)(a), the statute governing limited liability of directors of corporations.”
— Wis. Stat. § 180.0828(1)(b) — 1 case
Data Key Partners v. Permira Advisors LLC, 2014 WI 86 (Wis. 2014). “3 Defendant directors contend that plaintiffs have not pled facts sufficient to show that they are entitled to relief because they have not pled around the business judgment rule, codified at Wis. Stat. § 180.0828 (2011-12).4 As to the majority shareholders, they claim that…”
— Wis. Stat. § 180.0828(l)(a) — 2 cases
Data Key Partners v. Permira Advisors LLC, 2014 WI 86 (Wis. 2014). “3 Defendant directors contend that plaintiffs have not pled facts sufficient to show that they are entitled to relief because they have not pled around the business judgment rule, codified at Wis. Stat. § 180.0828 (2011-12).4 As to the majority shareholders, they claim that…”
Gottsacker v. Monnier, 2005 WI 69 (Wis. 2005). “[10] This language closely follows Wis. Stat. § 180.0828 (1)(a), the statute governing limited liability of directors of corporations.”
— Wis. Stat. § 180.0828(l)(b) — 1 case
Data Key Partners v. Permira Advisors LLC, 2014 WI 86 (Wis. 2014). “3 Defendant directors contend that plaintiffs have not pled facts sufficient to show that they are entitled to relief because they have not pled around the business judgment rule, codified at Wis. Stat. § 180.0828 (2011-12).4 As to the majority shareholders, they claim that…”
— Wis. Stat. § 180.0828(l)(d) — 1 case
IGL-Wisconsin Awning, Tent & Trailer Co. v. Milwaukee Air & Water Show, Inc., 520 N.W.2d 279 (Wis. Ct. App. 1994). “4 It is also not defined in § 180.0828(l)(d), STATS., which grants immunity to directors of business corporations against claims by "the corporation, its shareholders, or any person asserting rights on behalf of the corporation or its shareholders, for damages, settlements,…”
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