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.
(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.)Disclaimer: These codes may not be the most recent version. Alabama may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
