[§414-262]  Judicial action.  (a)  Atransaction effected or proposed to be effected by a corporation (or by asubsidiary of the corporation or any other entity in which the corporation hasa controlling interest) that is not a director's conflicting interesttransaction may not be enjoined, set aside, or give rise to an award of damagesor other sanctions, in a proceeding by a shareholder or by or in the right ofthe corporation, because a director of the corporation, or any person with whomor which the director has a personal, economic, or other association, has aninterest in the transaction.

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

(1)  Directors' action respecting the transaction wasat any time taken in compliance with section 414-263;

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

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