16-10a-851 - Judicial action. - Utah Statutes

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Statutes > Utah > Title-16 > Chapter-10a > 16-10a-851

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

State Codes and Statutes

Statutes > Utah > Title-16 > Chapter-10a > 16-10a-851

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

State Codes and Statutes

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State Codes and Statutes

Statutes > Utah > Title-16 > Chapter-10a > 16-10a-851

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