§ 14-2-861 — Judicial action

(a) A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or by 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 an action by a shareholder or by or in the right of the corporation, on the ground of an interest in the transaction of a director or any person with whom or which he has a personal, economic, or other association. (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 an action by a shareholder or by or in the right of the corporation, on the ground of an interest in the transaction of the director or any person with whom or which he has a personal, economic, or other association, if: (1) Directors' action respecting the transaction was at any time taken in compliance with Code Section 14-2-862 ; (2) Shareholders' action respecting the transaction was at any time taken in compliance with Code Section 14-2-863 ; or (3) The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.