“Understanding Director Liability in Florida”

– A director in Florida is not personally liable for their decisions or actions, unless there are exceptions.
– A director can be held liable if they demonstrate conscious disregard for the corporation’s best interests, willful or intentional misconduct, recklessness, or act in bad faith or with malicious intent.
– Recklessness is defined as an action or omission to act in conscious disregard of a known risk, where harm would likely follow. – A director must not receive improper personal benefits from any transaction to avoid personal liability.
– If the transaction and personal benefit obtained are not prohibited by law or regulation, it is not considered improper.
– In actions involving a director’s decision on a purchase offer or merger, the transaction and personal benefits must be disclosed or known to all voting directors, and authorized by at least two directors.
– Directors must act in the best interests of the corporation and its shareholders to avoid personal liability.

https://www.pfhglaw.com/liability-of-directors-in-florida/