§ 17-16-1340 — Other remedies limited

(a) The legality of a proposed or completed corporate
action described in W.S. 17-16-1302(a) may 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may the corporate action be enjoined, set aside or rescinded, in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.
(b) Subsection (a) of this section does not apply to a
corporate action that:
(i) Was not authorized and approved in accordance
with the applicable provisions of:
(A) Article 9, 10, 11 or 12 of this act;
(B) The articles of incorporation or bylaws; or
(C) The resolution of the board of directors
authorizing the corporate action.
(ii) 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;
(iii) Reserved;
(iv) Is approved by less than unanimous consent of
the voting shareholders pursuant to W.S. 17-16-704 if:
(A) 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 (10) days before the corporate action was effected;
and
(B) The proceeding challenging the corporate
action is commenced within ten (10) days after notice of the
approval of the corporate action is effective as to the
shareholder bringing the proceeding.