By Ira Rosenblatt

Guest Columnist

Question: I have been asked to sit on the board of a privately held corporation. What exposure do I have if I elect to accept the offer to fill the seat?

Answer: So long as directors perform their duties in good faith, in a manner the director believes to be in the best interests of the corporation and its shareholders, and with the care that an ordinarily prudent person in a like position would use under similar circumstances, California Corporations Code Section 309 (a) provides that directors " shall have no liability based upon any alleged failure to discharge " their obligations as a director...

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