10-861

10-861. Judicial action

A. A transaction that is effected or proposed to be effected by a corporation, or
by a subsidiary of the corporation or any other entity in which the corporation has a
controlling interest, and that is not a director's conflicting interest transaction shall
not be enjoined, be 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 a director
of the corporation, or any person with whom or with which the director has a personal,
economic or other association, has an interest in the transaction.

B. A director's conflicting interest transaction shall not be enjoined, be 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 with which the director has a personal, economic or other association, has
an interest in the transaction, if either:

1. Directors' action respecting the transaction was taken at any time in compliance
with section 10-862.

2. Shareholders' action respecting the transaction was taken at any time in
compliance with section 10-863.

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

C. Any person seeking to have a director's conflicting interest transaction
enjoined, set aside or give rise to an award of damages or other sanctions shall first
prove by clear and convincing evidence that subsection B of this section is not
applicable.