Utah § 16-10a-851 Judicial action.

Utah Statutes

§ 16-10a-851 — Judicial action.

Utah § 16-10a-851

Title 16Corporations

Ch. 16-10aUtah Revised Business Corporation Act

Part 16-10a-8Directors and Officers

This text of Utah § 16-10a-851 (Judicial action.) is published on Counsel Stack Legal Research, covering Utah primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Utah Code Ann. § 16-10a-851 (2026).

Text

(1)A transaction effected or proposed to be effected by a corporation or by any entity controlled by the corporation that is not a director's conflicting interest transaction may not be enjoined, be 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, solely because a director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction.

(2)A director's conflicting interest transaction may not be enjoined, be 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, solely because the director, or any person with whom or which the director has a pers

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(1) A transaction effected or proposed to be effected by a corporation or by any entity controlled by the corporation that is not a director's conflicting interest transaction may not be enjoined, be 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, solely because a director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction.
(2) A director's conflicting interest transaction may not be enjoined, be 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, solely because the director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction, if:

(2)(a) directors' action respecting the transaction was at any time taken in compliance with Section 16-10a-852;
(2)(b) shareholders' action respecting the transaction was at any time taken in compliance with Section 16-10a-853; or
(2)(c) the transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.