(1) The legality of a proposed or completed corporate action described in section 7-113-102 (1) may not be contested, nor may the corporate action be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.
(2) Subsection (1) of this section does not apply to a corporate action that:
(a) Was not authorized and approved in accordance with the applicable provisions of:
Article 109, 110, 111, or 112 of this title 7;
The articles of incorporation or bylaws; or
The resolution of the board of directors authorizing the corporate action;
Was procured as a result of fraud, a material misrepresentation, or an omission of amaterial fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;
Is an interested transaction, unless it has been recommended by the board of directorsin the same manner as is provided in section 7-108-501 and has been approved by the shareholders, in the same manner as is provided in section 7-108-501, as if the interested transaction were a director's conflicting interest transaction; or
Was approved by less than unanimous consent of the voting shareholders pursuant tosection 7-107-104 if:
The challenge to the corporate action is brought by a shareholder that did not consentand as to whom notice of the approval of the corporate action was not effective at least ten days before the corporate action was effected; and
The proceeding challenging the corporate action is commenced within ten days afternotice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.
Source: L. 2019: Entire article R&RE, (SB 19-086), ch. 166, p. 1960, § 56, effective July 1, 2020.