(a) When acting in a managerial capacity with respect to a closely held business, including serving as a director, officer, manager, general partner, or other controlling person of such entity, a trustee, trust advisor, or trust protector is not liable for any resulting loss or failure to maximize returns; provided that:(1) The trustee, trust advisor, or trust protector is an excluded fiduciary acting pursuant to valid direction of a trust protector or trust advisor; or(2) The trustee, trust advisor, or trust protector:(A) Acts in good faith;(B) Acts with the care that a person in a like business position would reasonably believe appropriate under similar circumstances;(C) Reasonably believes the action or inaction is in the best interest of the trust and its beneficiaries; and(D) Does not act with an improper motive, as defined in § 35-15-814(a)(1)(A), including an intent to benefit the trustee personally or to further any purpose other than the best interests of one (1) or more beneficiaries.
(1) The trustee, trust advisor, or trust protector is an excluded fiduciary acting pursuant to valid direction of a trust protector or trust advisor; or
(2) The trustee, trust advisor, or trust protector:(A) Acts in good faith;(B) Acts with the care that a person in a like business position would reasonably believe appropriate under similar circumstances;(C) Reasonably believes the action or inaction is in the best interest of the trust and its beneficiaries; and(D) Does not act with an improper motive, as defined in § 35-15-814(a)(1)(A), including an intent to benefit the trustee personally or to further any purpose other than the best interests of one (1) or more beneficiaries.
(A) Acts in good faith;
(B) Acts with the care that a person in a like business position would reasonably believe appropriate under similar circumstances;
(C) Reasonably believes the action or inaction is in the best interest of the trust and its beneficiaries; and
(D) Does not act with an improper motive, as defined in § 35-15-814(a)(1)(A), including an intent to benefit the trustee personally or to further any purpose other than the best interests of one (1) or more beneficiaries.
(b) A trustee, trust advisor, or trust protector is not liable to a beneficiary for any act, omission, or decision made in a managerial or controlling capacity with respect to a closely held business interest, unless the act or omission does not comply with subsection (a). A court shall not determine that the trustee, trust advisor, or trust protector failed to meet this standard merely because the court would not have exercised the discretion in the same manner.
(c) This section applies regardless of whether the trustee, trust advisor, or trust protector receives compensation from the trust or the business entity; provided, that any such compensation is reasonable, disclosed, and not prohibited by the terms of the trust.
(d) This section does not limit the court's authority to review conduct or to grant appropriate relief under part 10 of this chapter, if the trustee, trust advisor, or trust protector's actions are shown to be a breach of trust not protected under this section.
(e) This section does not alter the duties with respect to the investment in or ownership of a closely held business, including, but not limited to, those imposed by the Tennessee Uniform Prudent Investor Act of 2002, compiled in chapter 14 of this title, such as the duty to diversify.