This text of Iowa § 490.1340 (Other remedies limited) is published on Counsel Stack Legal Research, covering Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
1. The legality of a proposed or completed corporate action described in section 490.1302,
subsection 1, shall 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rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have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.
2. Subsection 1 does not apply to a corporate action that meets any of the following
conditions:
a. Was not authorized and approved in accordance with the applicable provisions of any
of the following:
(1)Subchapter IX, X, XI, or XII.
(2)The articles of incorporation or bylaws.
(3)The resolution of the board of directors authorizing the corporate action.
b. Was procured as a result of fraud, a material misrepresentation, or an omission of a
material fact necessary to make statements ma
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1. The legality of a proposed or completed corporate action described in section 490.1302,
subsection 1, shall 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rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have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.
2. Subsection 1 does not apply to a corporate action that meets any of the following
conditions:
a. Was not authorized and approved in accordance with the applicable provisions of any
of the following:
(1) Subchapter IX, X, XI, or XII.
(2) The articles of incorporation or bylaws.
(3) The resolution of the board of directors authorizing the corporate action.
b. 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.
c. Is an interested transaction, unless it has been recommended by the board of directors
in the same manner as is provided in section 490.862 and has been approved by the
shareholders in the same manner as is provided in section 490.863 as if the interested
transaction were a director’s conflicting interest transaction.
d. Is approved by less than unanimous consent of the voting shareholders pursuant to
section 490.704 if all of the following apply:
(1) 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
days before the corporate action was effected.
(2) The proceeding challenging the corporate action is commenced within ten days after
notice of the approval of the corporate action is effective as to the shareholder bringing the
proceeding.