§ 17-16-870 — Business opportunities

Wyoming § 17-16-870

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 8: DIRECTORS AND OFFICERS

Text

(a) A director's taking advantage, directly or indirectly,
of a business opportunity may not be the subject of equitable
relief, or give rise to an award of damages or other relief
against the director, in a proceeding by or in the right of the
corporation on the ground that the opportunity should have first
been offered to the corporation, if before becoming legally
obligated respecting the opportunity the director brings it to
the attention of the corporation and:
(i) Action by qualified directors disclaiming the
corporation's interest in the opportunity is taken in compliance
with the procedures set forth in W.S. 17-16-862, as if the
decision being made concerned a director's conflicting interest
transaction; or
(ii) Shareholders' action disclaiming the
corporation's interest in the opportunity is taken in compliance
with the procedures set forth in W.S. 17-16-863, as if the
decision being made concerned a director's conflicting interest
transaction, except that, rather than making required disclosure
as defined in W.S. 17-16-860, in each case the director shall
have made prior disclosure to those acting on behalf of the
corporation of all material facts concerning the business
opportunity that are then known to the director.
(b) In any proceeding seeking equitable relief or other
remedies 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 (a) of this
section before taking advantage of the opportunity shall not
create an inference that the opportunity should have been first
presented to the corporation or alter the burden of proof
otherwise applicable to establish that the director breached a
duty to the corporation in the circumstances.