2018 Revised Code of Washington
Title 23B - WASHINGTON BUSINESS CORPORATION ACT
23B.08 Directors and officers.
23B.08.710 Judicial action.
RCW 23B.08.710 Judicial action.
(1) 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 the director has a personal, economic, or other association, has an interest in the transaction.
(2) 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 the director 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 with RCW 23B.08.720;
(b) Shareholders' action respecting the transaction was at any time taken in compliance with RCW 23B.08.730; or
(c) The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.
[ 1989 c 165 ยง 117.]
