According to the "responsible person" doctrine,directors and officers are not liable for decisions that harm the corporation if they were acting in good faith at the time of the decision.

Responsible Person Doctrine

A legal principle that holds an individual in a business or enterprise accountable for ensuring compliance with tax laws and regulations.

Acting in Good Faith

A principle of honesty and fairness in dealings, implying the absence of fraud, deceit, or intent to deceive in a transaction or interaction.