Judicial action--Director's conflicting interest transaction.

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47-1A-861.1. Judicial action--Director's conflicting interest transaction.

A director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because the director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction, if:

(1)Directors' action respecting the transaction was at any time taken in compliance with §§47-1A-862 to 47-1A-862.3, inclusive;

(2)Shareholders' action respecting the transaction was at any time taken in compliance with §§47-1A-863 to 47-1A-863.3, inclusive; or

(3)The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.

Source: SL 2005, ch 239, §185.


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