The 2023 Florida Statutes (including Special Session C)

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.0830

607.0830 General standards for directors.—

(1) Each member of the board of directors, when discharging the duties of a director, including in discharging his or her duties as a member of a board committee, must act:

(a) In good faith; and

(b) In a manner he or she reasonably believes to be in the best interests of the corporation.

(2) The members of the board of directors or a board committee, when becoming informed in connection with a decisionmaking function or devoting attention to an oversight function, shall discharge their duties with the care that an ordinary prudent person in a like position would reasonably believe appropriate under similar circumstances.

(3) In discharging board or board committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in paragraph (5)(a) or paragraph (5)(b) to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board’s functions that are delegable under applicable law.

(4) In discharging board or board committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (5).

(5) A director is entitled to rely, in accordance with subsection (3) or subsection (4), on:

(a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;

(b) Legal counsel, public accountants, or other persons retained by the corporation or by a committee of the board of the corporation as to matters involving skills or expertise the director reasonably believes are matters:

1. Within the particular person’s professional or expert competence; or

2. As to which the particular person merits confidence; or

(c) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.

(6) In discharging board or board committee duties, a director may consider such factors as the director deems relevant, including the long-term prospects and interests of the corporation and its shareholders, and the social, economic, legal, or other effects of any action on the employees, suppliers, customers of the corporation or its subsidiaries, the communities and society in which the corporation or its subsidiaries operate, and the economy of the state and the nation.

History.—s. 84, ch. 89-154; s. 26, ch. 97-102; s. 99, ch. 2019-90.

F.S. 607.0830 on Google Scholar

F.S. 607.0830 on Casetext

Amendments to 607.0830

Arrestable Offenses / Crimes under Fla. Stat. 607.0830

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.0830.

Annotations, Discussions, Cases:

Cases from cite.case.law:

M. TRERICE, a v. O. TRERICE, a, 250 So. 3d 695 (Fla. App. Ct. 2018)

. . . amended complaint alleged four counts: (1) breach of statutory fiduciary duty in violation of Section 607.0830 . . .

FONSECA v. TAVERNA IMPORTS, INC., 212 So. 3d 431 (Fla. Dist. Ct. App. 2017)

. . . See § 607.0830, Fla. . . .

GRANT, v. BESSEMER TRUST COMPANY OF FLORIDA, INC. GRANT,, 117 So. 3d 830 (Fla. Dist. Ct. App. 2013)

. . . See § 607.0830(1), Fla. . . . See § 607.0830(1), Fla. Stat. . . .

In BANK UNITED FINANCIAL CORPORATION, v. FSB,, 442 B.R. 49 (Bankr. S.D. Fla. 2010)

. . . . §§ 607.0830, 607.0831; In re Aqua Clear Technologies, Inc., 361 B.R. 567, 575 (Bankr.S.D.Fla.2007); . . .

In TRAFFORD DISTRIBUTING CENTER, INC. a k a R. v. I. d b a X Co. I. d b a X Co. I. d b a X Co. I. d b a X Co. I. d b a X Co. I. M. d b a X Co. I. M. d b a X Co. I. d b a I. d b a M. s R. v. LLC, LC, LLC, R. v., 431 B.R. 263 (Bankr. S.D. Fla. 2010)

. . . breach of common law fiduciary duty and for breach of fiduciary duty pursuant to Florida Statutes § 607.0830 . . . Stat. §§ 607.0830(1), 607.0831(l)(a) and common law. . . . Stat. § § 607.0830(1), 607.0831(l)(a) and common law and, as a consequence, she caused and increased . . . Stat. § 607.0830(1). . See Cohen v. . . . Stat. § 607.0830(1); see also Aqua Clear, 361 B.R. at 575. . . . .

C. McDOWELL, v. STEIN, 415 B.R. 584 (S.D. Fla. 2009)

. . . . § 607.0830, which imposes certain fiduciary obligations upon officers and directors of a corporation . . . Stat. § 607.0830, and even more generally for corporate fiduciary obligations created by Florida law, . . . Specifically, Fla.Stat. § 607.0830, provides: (1) A director shall discharge his duties as a director . . .

In FLORIDA COASTAL AIRLINES, INC., 361 B.R. 286 (Bankr. S.D. Fla. 2007)

. . . . § 607.0830(1). . . .

In AQUA CLEAR TECHNOLOGIES, INC. A. f k a v., 361 B.R. 567 (Bankr. S.D. Fla. 2007)

. . . . § 607.0830(1). . . . Stat. § 607.0830; Rehabilitation Advisors, Inc. v. . . . Stat. § 607.0830(1). . . .

D ADDARIO, RMS v. GELLER RMS G. N. v. H., 129 F. App'x 1 (4th Cir. 2005)

. . . . § 607.0830(1). . . .

In LUXOTTICA GROUP S. p. A. SECURITIES LITIGATION, 293 F. Supp. 2d 224 (E.D.N.Y. 2003)

. . . . § 607.0830. . . . Stat. § 607.0830(1). . . . Stat. § 607.0830(1) to act “in the best interests of the corporation.” . . .

KLOHA, A. v. D. DUDA, S. R. R. W. A., 246 F. Supp. 2d 1237 (M.D. Fla. 2003)

. . . . § 607.0830(3). . . . Consistent with Florida Statute § 607.0830(2)(a) and (b), the Board regularly requested materials from . . . unclear as regards the complete relationship between the business judgment rule and Florida Statute § 607.0830 . . .

In TOY KING DISTRIBUTORS, INC. v. FSB,, 256 B.R. 1 (Bankr. M.D. Fla. 2000)

. . . individual defendants on the theory that they breached their fiduciary duties as set forth in Section 607.0830 . . . Section 607.0830 sets general standards for directors of corporations. . . . They are not accountable, therefore, as fiduciaries of the debtor under Section 607.0830, Florida Statutes . . . Angle, and King each owed fiduciary duties to the debtor and are subject to the mandates of Section 607.0830 . . . and Angle clearly breached their fiduciary duties of loyalty within the meaning of Florida Statute, 607.0830 . . .

HANGER ORTHOPEDIC GROUP, INC. v. McMURRAY,, 181 F.R.D. 525 (M.D. Fla. 1998)

. . . . §§ 607.0830, 607.0832, 607.0833, 607.0834. . . . Stat. § 607.0830. . . .

In BLACKBURN. STATE OF FLORIDA DEPARTMENT OF INSURANCE, AS RECEIVER OF GUARANTEE SECURITY LIFE INSURANCE COMPANY, v. BLACKBURN, STATE OF FLORIDA DEPARTMENT OF INSURANCE, AS RECEIVER OF ATLANTIC GENERAL LIFE INSURANCE COMPANY, v. BLACKBURN,, 209 B.R. 4 (Bankr. M.D. Fla. 1997)

. . . In Taimo, the court held that Section 607.0830, Florida Statutes, which codifies the duties owed by officers . . .

FEDERAL DEPOSIT INSURANCE CORPORATION, v. O. STAHL, F. P. W. C. Jr. E. M. Sr., 89 F.3d 1510 (11th Cir. 1996)

. . . . §§ 607.0830, 607.0831 (1989), to afford corporate officers and directors greater protection from liability . . .

WATER INTERNATIONAL NETWORK, U. S. A. INC. v. A. EAST, D. a a, 892 F. Supp. 1477 (M.D. Fla. 1995)

. . . The General Standards for Directors is defined in Florida Statute Section 607.0830(l)(a)-(e) which provide . . .

In W. TALMO, R. KAPILA, v. W. TALMO,, 175 B.R. 775 (Bankr. S.D. Fla. 1994)

. . . . § 607.0830, which provides: (1) A director shall discharge his duties as a director, including his . . . In this sense, Fla.Stat. § 607.0830 is fundamentally different from the former § 607.301 (repealed in . . . In contrast, § 607.0830 does not, by its terms, create a comparable express trust relationship. . . .

FEDERAL DEPOSIT INSURANCE CORPORATION, v. O. STAHL, C. P. W. M. Sr. E., 854 F. Supp. 1565 (S.D. Fla. 1994)

. . . . § 607.0830 (West 1993) (directors not liable for breach of duties unless breach constitutes criminal . . .

FEDERAL DEPOSIT INSURANCE CORPORATION, v. GONZALEZ- GORRONDONA, Jr. a k a a k a L. Jr. E. Jr. D. O F. A. E. Bo L. M. R., 833 F. Supp. 1545 (S.D. Fla. 1993)

. . . . §§ 607.0830, 607.0831 (West Supp.1992). . . . Fla.Stat. § 607.0830 (West 1993). . . . See Fla.Stat. § 607.0830 (West 1993); see generally Cottle v. . . .

REHABILITATION ADVISORS, INC. v. FLOYD,, 601 So. 2d 1286 (Fla. Dist. Ct. App. 1992)

. . . . § 607.0830(1), Fla.Stat. (1991). In the recent decision of Cohen v. . . .