490.1108A - CONSIDERATION OF ACQUISITION PROPOSALS -- COMMUNITY INTERESTS.

        490.1108A  CONSIDERATION OF ACQUISITION PROPOSALS --      COMMUNITY INTERESTS.         1.  A director, in determining what is in the best interest of the      corporation when considering a tender offer or proposal of      acquisition, merger, consolidation, or similar proposal, may consider      any or all of the following community interest factors, in addition      to consideration of the effects of any action on shareholders:         a.  The effects of the action on the corporation's employees,      suppliers, creditors, and customers.         b.  The effects of the action on the communities in which the      corporation operates.         c.  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.         2.  If on the basis of the community interest factors described in      subsection 1, the board of directors determines that a proposal or      offer to acquire or merge the corporation is not in the best      interests of the corporation, it may reject the proposal or offer.      If the board of directors determines to reject any such proposal or      offer, the board of directors has no obligation to facilitate, to      remove any barriers to, or to refrain from impeding, the proposal or      offer.  Consideration of any or all of the community interest factors      is not a violation of the business judgment rule or of any duty of      the director to the shareholders, or a group of shareholders, even if      the director reasonably determines that a community interest factor      or factors outweigh the financial or other benefits to the      corporation or a shareholder or group of shareholders.  
         Section History: Recent Form
         2002 Acts, ch 1154, §73, 125         Referred to in § 508B.13