1715 - Exercise of powers generally.

     § 1715.  Exercise of powers generally.        (a)  General rule.--In discharging the duties of their     respective positions, the board of directors, committees of the     board and individual directors of a business corporation may, in     considering the best interests of the corporation, consider to     the extent they deem appropriate:            (1)  The effects of any action upon any or all groups        affected by such action, including shareholders, employees,        suppliers, customers and creditors of the corporation, and        upon communities in which offices or other establishments of        the corporation are located.            (2)  The short-term and long-term interests of the        corporation, including benefits that may accrue to the        corporation from its long-term plans and the possibility that        these interests may be best served by the continued        independence of the corporation.            (3)  The resources, intent and conduct (past, stated and        potential) of any person seeking to acquire control of the        corporation.            (4)  All other pertinent factors.        (b)  Consideration of interests and factors.--The board of     directors, committees of the board and individual directors     shall not be required, in considering the best interests of the     corporation or the effects of any action, to regard any     corporate interest or the interests of any particular group     affected by such action as a dominant or controlling interest or     factor. The consideration of interests and factors in the manner     described in this subsection and in subsection (a) shall not     constitute a violation of section 1712 (relating to standard of     care and justifiable reliance).        (c)  Specific applications.--In exercising the powers vested     in the corporation, including, without limitation, those powers     pursuant to section 1502 (relating to general powers), and in no     way limiting the discretion of the board of directors,     committees of the board and individual directors pursuant to     subsections (a) and (b), the fiduciary duty of directors shall     not be deemed to require them:            (1)  to redeem any rights under, or to modify or render        inapplicable, any shareholder rights plan, including, but not        limited to, a plan adopted pursuant or made subject to        section 2513 (relating to disparate treatment of certain        persons);            (2)  to render inapplicable, or make determinations        under, the provisions of Subchapter E (relating to control        transactions), F (relating to business combinations), G        (relating to control-share acquisitions) or H (relating to        disgorgement by certain controlling shareholders following        attempts to acquire control) of Chapter 25 or under any other        provision of this title relating to or affecting acquisitions        or potential or proposed acquisitions of control; or            (3)  to act as the board of directors, a committee of the        board or an individual director solely because of the effect        such action might have on an acquisition or potential or        proposed acquisition of control of the corporation or the        consideration that might be offered or paid to shareholders        in such an acquisition.        (d)  Presumption.--Absent breach of fiduciary duty, lack of     good faith or self-dealing, any act as the board of directors, a     committee of the board or an individual director shall be     presumed to be in the best interests of the corporation. In     assessing whether the standard set forth in section 1712 has     been satisfied, there shall not be any greater obligation to     justify, or higher burden of proof with respect to, any act as     the board of directors, any committee of the board or any     individual director relating to or affecting an acquisition or     potential or proposed acquisition of control of the corporation     than is applied to any other act as a board of directors, any     committee of the board or any individual director.     Notwithstanding the preceding provisions of this subsection, any     act as the board of directors, a committee of the board or an     individual director relating to or affecting an acquisition or     potential or proposed acquisition of control to which a majority     of the disinterested directors shall have assented shall be     presumed to satisfy the standard set forth in section 1712,     unless it is proven by clear and convincing evidence that the     disinterested directors did not assent to such act in good faith     after reasonable investigation.        (e)  Definition.--The term "disinterested director" as used     in subsection (d) and for no other purpose means:            (1)  A director of the corporation other than:                (i)  A director who has a direct or indirect            financial or other interest in the person acquiring or            seeking to acquire control of the corporation or who is            an affiliate or associate, as defined in section 2552            (relating to definitions), of, or was nominated or            designated as a director by, a person acquiring or            seeking to acquire control of the corporation.                (ii)  Depending on the specific facts surrounding the            director and the act under consideration, an officer or            employee or former officer or employee of the            corporation.            (2)  A person shall not be deemed to be other than a        disinterested director solely by reason of any or all of the        following:                (i)  The ownership by the director of shares of the            corporation.                (ii)  The receipt as a holder of any class or series            of any distribution made to all owners of shares of that            class or series.                (iii)  The receipt by the director of director's fees            or other consideration as a director.                (iv)  Any interest the director may have in retaining            the status or position of director.                (v)  The former business or employment relationship            of the director with the corporation.                (vi)  Receiving or having the right to receive            retirement or deferred compensation from the corporation            due to service as a director, officer or employee.        (f)  Cross reference.--See section 1711 (relating to     alternative provisions).        Cross References.  Section 1715 is referred to in sections     1711, 1717, 8943 of this title.