16-10a-851. Judicial action.
(1) A transaction effected or proposed to be effected by a corporation or by any entitycontrolled by the corporation that is not a director's conflicting interest transaction may not beenjoined, be set aside, or give rise to an award of damages or other sanctions, in a proceeding bya shareholder or by or in the right of the corporation, solely because a director, or any person withwhom or which the director has a personal, economic, or other association, has an interest in thetransaction.
(2) A director's conflicting interest transaction may not be enjoined, be set aside, or giverise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in theright of the corporation, solely because the director, or any person with whom or which thedirector has a personal, economic, or other association, has an interest in the transaction, if:
(a) directors' action respecting the transaction was at any time taken in compliance withSection 16-10a-852;
(b) shareholders' action respecting the transaction was at any time taken in compliancewith Section 16-10a-853; or
(c) the transaction, judged according to the circumstances at the time of commitment, isestablished to have been fair to the corporation.

Enacted by Chapter 277, 1992 General Session