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2005 Vermont Code - § 8.61. — Judicial action

§ 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) directors' action respecting the transaction was at any time taken in compliance with section 8.62 of this subchapter;

(2) shareholders' action respecting the transaction was at any time taken in compliance with section 8.63 of this subchapter; or

(3) the transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

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