In most states, a corporation may, with shareholder approval, limit or eliminate the liability of directors for some breaches of the duties which they owe to the corporation.

Question

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Most states have statutes that allow corporations to include provisions in their articles of incorporation that limit or eliminate the personal liability of directors for breaches of their duty of care to the corporation and its shareholders, except in cases of intentional misconduct, fraud, or a knowing violation of law.

In Most States, a Corporation May, with Shareholder Approval, Limit