§ 8896. Standard of conduct for managers and officers.

445 words·~2 min read·/pa/title-15/chapter-88/8896

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)Managers.-- Each manager of a manager-managed limited liability company that is a benefit company shall consider the interests and factors described in section 8895(a) (relating to standard of conduct for members) when discharging his or her duties under this title and under the operating agreement.

(b)Officers.-- If a benefit company has a person serving in the capacity of an officer, the person shall consider the interests and factors described in section 8895(a) when discharging the person's duties under this title and under the operating agreement if:

(1)the officer has discretion to act with respect to a matter; and

(2)it reasonably appears to the officer that the matter may have a material effect on the creation by the benefit company of general public benefit or a specific public benefit identified in the certificate of organization of the benefit company.

(c)Coordination with other provisions of law.-- The consideration of interests and factors by a manager in the manner described in subsection

(a)shall not constitute a violation of section 8849.2 (relating to standards of conduct for managers).

(d)Exoneration from personal liability.-- Regardless of whether the operating agreement of a manager-managed benefit company includes a provision eliminating or limiting the personal liability of a manager or officer:

(1)A manager or officer shall not be personally liable, as such, for monetary damages for any action taken as a manager or officer in the course of performing the duties specified in subsection

(a)or

(b)unless the action constitutes self-dealing, willful misconduct or recklessness.

(2)A manager or officer shall not be personally liable for monetary damages for failure of the benefit company to pursue or create general public benefit or a specific public benefit.

(e)Limitation on standing.-- A manager or officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit company arising from the status of the person as a beneficiary.

(f)Ownership of interest.-- The ownership by a manager or officer, directly or indirectly, of an interest in a benefit company does not alone create a conflict of interest on the part of the manager or officer with respect to the performance by the manager or officer of the duties of a manager or officer under subsection

(a)or (b), except to the extent the ownership would create a conflict of interest if the limited liability company were not a benefit company.

15c8896v

(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)

2022 Amendment. Act 122 amended subsec.

(d)and added subsec. (f).

15c8897s