2022 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 8 - Directors and Officers
Part 4 - Officers
§ 14-2-842. Standards of Conduct for Officers; Presumption of Good Faith and Ordinary Care

1. An officer shall perform his or her duties in good faith and with the degree of care which an ordinarily prudent person in a like position would use under similar circumstances.
2. In performing his or her duties an officer may rely upon:
   1. Other officers, employees, or agents of the corporation whom the officer reasonably believed to be reliable and competent in the functions performed; and
   2. Information, data, opinions, reports, statements provided by officers, employees, or agents of the corporation, legal counsel, public accountants, investment bankers, or other persons as to matters involving the skills, expertise, or knowledge reasonably believed to be reliable and within such person’s professional or expert competence.
3. There shall be a presumption that the process an officer followed in arriving at decisions was done in good faith and that such officer has exercised ordinary care; provided, however, that this presumption may be rebutted by evidence that such process constitutes gross negligence by being a gross deviation of the standard of care of an officer in a like position under similar circumstances.
4. Nothing contained in this Code section shall:
   1. In any instance when fairness is at issue, such as consideration of the fairness of a transaction to the corporation as evaluated under paragraph (3) of subsection (c) of Code Section 14-2-864, alter the burden of proving the fact or lack of fairness otherwise applicable;
   2. Alter the fact or lack of liability of an officer under the Official Code of Georgia Annotated, including the governance of the consequences of a transactional interest under Code Section 14-2-864;
   3. Affect any rights to which the corporation or its shareholders may be entitled under another law of this state or of the United States; or
   4. Deprive an officer of the applicability, effect, or protection of the business judgment rule.

History. Code 1981, § 14-2-842 , enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2017, p. 693, § 3/HB 192.

The 2017 amendment, effective July 1, 2017, rewrote this Code section. See Editor’s note for applicability.

Editor’s notes.

Ga. L. 2017, p. 693, § 4/HB 192, not codified by the General Assembly, provides that: “This Act shall apply only to causes of action arising on or after July 1, 2017.”

Law reviews.

For survey article on business associations law, see 59 Mercer L. Rev. 35 (2007).

For survey article on trial practice and procedure, see 59 Mercer L. Rev. 423 (2007).

For article, “2014 Georgia Corporation and Business Organization Case Law Developments,” see 20 Ga. St. B. J. 26 (April 2015).

For article on the 2017 amendment of this Code section, see 34 Ga. St. U.L. Rev. 1 (2017).

For annual survey on trial practice and procedure, see 69 Mercer L. Rev. 321 (2017).