2019 Connecticut General Statutes
Title 33 - Corporations
Chapter 601 - Business Corporations
Section 33-765 - Standards of conduct for officers.

(a) An officer with discretionary authority shall discharge his duties under that authority: (1) In good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner he reasonably believes to be in the best interests of the corporation.

(b) In discharging his duties an officer 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 officer reasonably believes to be reliable and competent in the matters presented; or (2) legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.

(c) An officer is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.

(d) An officer is not liable for any action taken as an officer, or any failure to take any action, if he performed the duties of his office in compliance with this section.

(e) An officer is not liable under this section for any act or omission in the course of performing the duties of an officer under subsection (a) of section 33-1360 if the officer performed such duties in compliance with this section and section 33-1360.

(P.A. 94-186, S. 104, 215; P.A. 14-217, S. 157.)

History: P.A. 94-186 effective January 1, 1997; P.A. 14-217 added Subsec. (e) re liability of officer for duties performed under Sec. 33-1360.