2018 Wyoming Statutes
TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 16 - WYOMING BUSINESS CORPORATION ACT
ARTICLE 13 - APPRAISAL RIGHTS
SECTION 17-16-1340 - Other remedies limited.
17-16-1340. Other remedies limited.
(a) The legality of a proposed or completed corporate action described in W.S. 17-16-1302(a) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.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) Subsection (a) of this section does not apply to a corporate action that:
(i) Was not authorized and approved in accordance with the applicable provisions of:
(A) Article 9, 10, 11 or 12 of this act;
(B) The articles of incorporation or bylaws; or
(C) The resolution of the board of directors authorizing the corporate action.
(ii) 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;
(iv) Is approved by less than unanimous consent of the voting shareholders pursuant to W.S. 17-16-704 if:
(A) 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 ten (10) days before the corporate action was effected; and
(B) The proceeding challenging the corporate action is commenced within ten (10) days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.