§ 7-5.2-8 - Duties in response to acquisition proposals. - Rhode Island Statutes

SECTION 7-5.2-8

   § 7-5.2-8  Duties in response toacquisition proposals. – (a) In discharging the duties of their respective positions with respect to anyproposed business combination, as defined in § 7-5.2-3(5), the board ofdirectors, committees of the board, individual directors, and individualofficers may, in considering the best interest of the corporation, in additionto considering the effects on shareholders, consider any of the following:

   (1) The effect on the corporation's employees, suppliers,creditors, and customers;

   (2) The effect on the communities in which the corporationoperates;

   (3) The long-term as well as short term interests of thecorporation and its shareholders, including the possibility that theseinterests may be best served by the continued independence of the corporation.

   (b) On the basis of the factors described in subsection (a),if the board of directors determines that any business combination is not inthe best interests of the corporation, it may reject the business combination.If the board of directors determines to reject any business combination, theboard of directors has no obligation to facilitate, to remove any barriers to,or to refrain from impeding, the business combination.