Sec. 541a. (1) A director or officer shall discharge his or her duties as a director or officer including his or her duties as a member of a committee in the following manner: (a) In good faith. (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances. (c) In a manner he or she reasonably believes to be in the best interests of the corporation. (2) In discharging his or her duties, a director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following: (a) One or more directors, officers, or employees of the corporation, or of a business organization under joint control or common control, whom the director or officer reasonably believes to be reliable and competent in the matters presented. (b) Legal counsel, public accountants, engineers, or other persons as to matters the director or officer reasonably believes are within the person's professional or expert competence. (c) A committee of the board of which he or she is not a member if the director or officer reasonably believes the committee merits confidence. (3) A director or officer is not entitled to rely on the information set forth in subsection (2) if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted. (4) An action against a director or officer for failure to perform the duties imposed by this section shall be commenced within 3 years after the cause of action has accrued, or within 2 years after the time when the cause of action is discovered or should reasonably have been discovered, by the complainant, whichever occurs first.
Mich. Comp. Laws § 450.1541a
Director or officer; manner of discharging duties; reliance on information, opinions, reports, or statements; action against director or officer; limitations
Applied in 17 court decisions — leading case Evans v. Pearson Enterprises, Inc. (2006)
Most recently applied in Productivity Technologies Corp. v. Levine (July 2017)
Add. 1989, Act 121, Eff
How often courts cite this section
Court decisions citing this, by year. The dip in the last several years is a data-coverage gap, not a real trend — our corpus holds fewer opinions from the most recent years, so recent citations are undercounted.
Official source: Michigan Legislature. Reproduced from public-domain Michigan statutes; confirm against the official source for the current text. Not legal advice.