2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1108A - CONSIDERATION OF ACQUISITION PROPOSALS -- COMMUNITY INTERESTS.

        490.1108A  CONSIDERATION OF ACQUISITION PROPOSALS --
      COMMUNITY INTERESTS.
         1.  A director, in determining what is in the best interest of the
      corporation when considering a tender offer or proposal of
      acquisition, merger, consolidation, or similar proposal, may consider
      any or all of the following community interest factors, in addition
      to consideration of the effects of any action on shareholders:
         a.  The effects of the action on the corporation's employees,
      suppliers, creditors, and customers.
         b.  The effects of the action on the communities in which the
      corporation operates.
         c.  The long-term as well as short-term interests of the
      corporation and its shareholders, including the possibility that
      these interests may be best served by the continued independence of
      the corporation.
         2.  If on the basis of the community interest factors described in
      subsection 1, the board of directors determines that a proposal or
      offer to acquire or merge the corporation is not in the best
      interests of the corporation, it may reject the proposal or offer.
      If the board of directors determines to reject any such proposal or
      offer, the board of directors has no obligation to facilitate, to
      remove any barriers to, or to refrain from impeding, the proposal or
      offer.  Consideration of any or all of the community interest factors
      is not a violation of the business judgment rule or of any duty of
      the director to the shareholders, or a group of shareholders, even if
      the director reasonably determines that a community interest factor
      or factors outweigh the financial or other benefits to the
      corporation or a shareholder or group of shareholders.  

         2002 Acts, ch 1154, §73, 125
         Referred to in § 508B.13