2015 Code of Alabama
Title 10A - ALABAMA BUSINESS AND NONPROFIT ENTITIES CODE.
Chapter 2 - BUSINESS CORPORATIONS.
Article 8 - Directors and Officers.
Division F - Directors' Conflicting Interest Transactions.
Section 10A-2-8.61 - Judicial action.

AL Code § 10A-2-8.61 (2015) What's This?
Section 10A-2-8.61Judicial 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 he or she 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 he or she has a personal, economic, or other association, has an interest in the transaction, if:

(1) Director's action respecting the transaction was at any time taken in compliance with Section 10A-2-8.62; or

(2) Shareholders' action respecting the transaction was at any time taken in compliance with Section 10A-2-8.63; or

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

(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.61; amended and renumbered by Act 2009-513, p. 967, §126.)

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