[§414-262]  Judicial action.  (a)  A
transaction 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) that is not 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 a director of the corporation, or any person with whom
or which the director has a personal, economic, or other association, has an
interest in the transaction.



(b)  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 section 414-263;



(2)  Shareholders' action respecting the transaction
was at any time taken in compliance with section 414-264; or



(3)  The transaction, judged according to the
circumstances at the time of commitment, is established to have been fair to
the corporation. [L 2000, c 244, pt of §1]