75th OREGON LEGISLATIVE ASSEMBLY--2009 Regular Session
 
NOTE:  Matter within  { +  braces and plus signs + } in an
amended section is new. Matter within  { -  braces and minus
signs - } is existing law to be omitted. New sections are within
 { +  braces and plus signs + } .
 
LC 3568
 
                         House Bill 2829
 
Sponsored by Representatives READ, GARRETT; Representatives
  BARKER, BENTZ
 
 
                             SUMMARY
 
The following summary is not prepared by the sponsors of the
measure and is not a part of the body thereof subject to
consideration by the Legislative Assembly. It is an editor's
brief statement of the essential features of the measure as
introduced.
 
  Authorizes director of corporation to consider certain
interests in determining what director believes to be in
corporation's best interests.
 
                        A BILL FOR AN ACT
Relating to standards of conduct for directors of corporations;
  amending ORS 60.357.
Be It Enacted by the People of the State of Oregon:
  SECTION 1. ORS 60.357 is amended to read:
  60.357. (1) A director shall discharge the duties of a
director, including the duties as a member of a committee, in
good faith, with the care an ordinarily prudent person in a like
position would exercise under similar circumstances and in a
manner the director reasonably believes to be in the best
interests of the corporation.
  (2) In discharging the duties of a director, a director is
entitled to rely on information, opinions, reports or
statements { + , + } including financial statements and other
financial data, if prepared or presented by:
  (a) One or more officers or employees of the corporation whom
the director reasonably believes to be reliable and competent in
the matters presented;
  (b) Legal counsel, public accountants or other persons as to
matters the director reasonably believes are within the person's
professional or expert competence; or
  (c) A committee of the board of directors of which the director
is not a member if the director reasonably believes the committee
merits confidence.
  (3) A director is not acting in good faith if the director has
knowledge concerning the matter in question that makes reliance
otherwise permitted by subsection (2) of this section
unwarranted.
  (4) A director is not liable for   { - any - }  { +  an + }
action taken as a director, or   { - any - }  { +  a + } failure
to take   { - any - }  { +  an + } action, if the director
performed the duties of the director's office in compliance with
this section.
    { - (5) When evaluating any offer of another party to make a
tender or exchange offer for any equity security of the
corporation, or any proposal to merge or consolidate the
corporation with another corporation or to purchase or otherwise
acquire all or substantially all the properties and assets of the
corporation, the directors of the corporation may, in determining
what they believe to be in the best interests of the corporation,
give due consideration to the social, legal and economic effects
on employees, customers and suppliers of the corporation and on
the communities and geographical areas in which the corporation
and its subsidiaries operate, the economy of the state and
nation, 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, and other relevant factors. - }
   { +  (5) In determining what a director believes is in the
best interests of the corporation, the director may consider:
  (a) The corporation's interests in the short term and over the
long term;
  (b) Economic, environmental, social, legal or ethical interests
the director may reasonably regard as appropriate for responsibly
conducting the corporation's business;
  (c) The interests of the corporation's employees, customers and
suppliers and other persons who have business relationships with
the corporation;
  (d) Effects the corporation has on the communities or
geographical areas in which the corporation operates;
  (e) The possibility that the corporation's interests may be
best served by the corporation's independence, if the director is
evaluating another party's tender or exchange offer for an equity
security of the corporation, proposal to merge or consolidate the
corporation with another business entity or proposal to purchase
or otherwise acquire all or substantially all of the
corporation's properties and assets; and
  (f) Other relevant interests. + }
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