2013 Wisconsin Statutes & Annotations
180. Business corporations.
180.0828 Limited liability of directors.
180.0828 Limited liability of directors.
(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:
(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.
(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.
(c) A transaction from which the director derived an improper personal profit.
(d) Willful misconduct.
(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.
History: 1989 a. 303.
The circuit court erred in applying the business judgment rule, codified in this section, in deciding whether the plaintiff's complaint stated a claim against the directors for breach of fiduciary duty. The plaintiff did not need to allege willful misconduct or other noncompliance with the rule in order to survive a motion to dismiss for failure to state a claim for breach of that duty. Data Key Partners v. Permira Advisors LLC, 2013 WI App 107, ___ Wis. 2d ___, ___ N.W.2d ___, 12-1967.
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