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2019 New Hampshire Revised Statutes
Title XXVII - Corporations, Associations, and Proprietors of Common Lands
Chapter 293-A - New Hampshire Business Corporation Act
Section 293-A:13.40 - Other Remedies Limited.
Universal Citation: NH Rev Stat § 293-A:13.40 (2019)
293-A:13.40 Other Remedies Limited. –
(a) The legality of a proposed or completed corporate action described in RSA 293-A:13.02(a) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.
(b) RSA 293-A:13.40(a) does not apply to a corporate action that:
(1) was not authorized and approved in accordance with the applicable provisions of:
(i) subdivisions 9, 10, 11, or 12 of RSA 293-A,
(ii) the articles of incorporation or bylaws, or
(iii) the resolution of the board of directors authorizing the corporate action;
(2) was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;
(3) is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in RSA 293-A:8.62 and has been approved by the shareholders in the same manner as is provided in RSA 293-A:8.63 as if the interested transaction were a director's conflicting interest transaction; or
(4) is approved by less than unanimous consent of the voting shareholders pursuant to RSA 293-A:7.04 if:
(i) the challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and
(ii) the proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.
(a) The legality of a proposed or completed corporate action described in RSA 293-A:13.02(a) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.
(b) RSA 293-A:13.40(a) does not apply to a corporate action that:
(1) was not authorized and approved in accordance with the applicable provisions of:
(i) subdivisions 9, 10, 11, or 12 of RSA 293-A,
(ii) the articles of incorporation or bylaws, or
(iii) the resolution of the board of directors authorizing the corporate action;
(2) was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;
(3) is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in RSA 293-A:8.62 and has been approved by the shareholders in the same manner as is provided in RSA 293-A:8.63 as if the interested transaction were a director's conflicting interest transaction; or
(4) is approved by less than unanimous consent of the voting shareholders pursuant to RSA 293-A:7.04 if:
(i) the challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and
(ii) the proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.
Source. 2013, 142:1, eff. Jan. 1, 2014.
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