§ 17-16-861 — Judicial action

(a) A transaction effected or proposed to be effected by
the corporation, or by an entity controlled by the corporation,
may not be the subject of equitable relief, or give rise to an
award of damages or other relief against a director of the
corporation, in a proceeding by a shareholder or by or in the
right of the corporation, on the ground that the director has an
interest respecting the transaction, if it is not a director's
conflicting interest transaction.
(b) A director's conflicting interest transaction may not
be the subject of equitable relief, or give rise to an award of
damages or other relief against a director of the corporation,
in a proceeding by a shareholder or by or in the right of the
corporation, on the ground that the director has an interest
respecting the transaction, if:
(i) Directors' action respecting the transaction was
taken in compliance with W.S. 17-16-862 at any time; or
(ii) Shareholders' action respecting the transaction
was taken in compliance with W.S. 17-16-863 at any time; or
(iii) The transaction, judged according to the
circumstances at the relevant time, is established to have been
fair to the corporation.