§ 504.836 — Business opportunities

Iowa § 504.836

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 504: REVISED IOWA NONPROFIT CORPORATION ACT

Text

1. A director’s taking advantage, directly or indirectly, of a business opportunity shall
not be the subject of equitable relief, or give rise to an award of damages or other sanctions
against the director, in a proceeding by or in the right of a corporation on the ground that
such opportunity should have first been offered to the corporation, if before becoming
legally obligated respecting the business opportunity, the director brings the opportunity
to the attention of the corporation and action is taken by the directors, a committee of
the directors, or the members disclaiming the corporation’s interest in the opportunity in
compliance with the procedures set forth in section 504.833, as if the decision being made
concerned a conflict of interest transaction.
2. In any proceeding seeking equitable relief or other remedy, based upon an alleged
improper taking advantage of a business opportunity by a director, the fact that the director
did not employ the procedure described in subsection 1 before taking advantage of the
opportunity shall not create an inference that the opportunity should have first been
presented to the corporation, or alter the burden of proof otherwise applicable to establish
that the director breached a duty to the corporation under the circumstances.