§ 10A-2-8.61 — Judicial Action

Alabama § 10A-2-8.61

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 2: Business Corporations
• Art. 8: Directors and Officers
• Div. F: Directors’ Conflicting Interest Transactions

Text

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(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.

Legislative History

(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.61; amended and renumbered by Act 2009-513, p. 967, §126.)