Section 872 - Judicial action1.Nonconflicting-interest transaction not actionable. A transaction effected or proposed to be effected by a corporation, or by an entity controlled by a corporation, may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation on the ground that the director has an interest regarding the transaction if it is not a directors conflicting-interest transaction. [2007, c. 289, §28(AMD).]
2.Conflicting-interest transaction not actionable if standards met. A director's conflicting-interest transaction may not be the subject of equitable relief or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest regarding the transaction, if: A. Directors' action regarding the transaction was taken in compliance with section 873 at any time; [2007, c. 289, §28(AMD).]B. Shareholders' action regarding the transaction was taken in compliance with section 874 at any time; or [2007, c. 289, §28(AMD).]C. The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation. For purposes of this paragraph, a transaction is fair to a corporation if, taken as a whole, the transaction was beneficial to the corporation, taking into appropriate account whether the transaction was: (1) Fair in terms of the director's dealings with the corporation; and(2) Comparable to what might have been obtained in an arms-length transaction, given the consideration paid or received by the corporation. [2007, c. 289, §28(AMD).] [2007, c. 289, §28(AMD).]
2001, c. 640, §A2 (NEW) . 2001, c. 640, §B7 (AFF) . 2003, c. 344, §B69 (AMD) . 2007, c. 289, § 28 (AMD) .