Sec. 33-782. Judicial action.
Sec. 33-782. 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 sanctions 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 sanctions 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: (1) Directors'
action respecting the transaction was taken in compliance with section 33-783 at any
time; (2) shareholders' action respecting the transaction was taken in compliance with
section 33-784 at any time; or (3) the transaction, judged according to the circumstances
at the relevant time, is established to have been fair to the corporation.
(P.A. 94-186, S. 117, 215; P.A. 96-271, S. 83, 254; P.A. 06-68, S. 10.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to add "or" prior to Subdiv. (3),
effective January 1, 1997; P.A. 06-68 amended Subsec. (a) by replacing former provisions with revised language re transaction that is not a director's conflicting interest transaction and amended Subsec. (b) by replacing "enjoined, set aside" with
"the subject of equitable relief", inserting "against a director of the corporation", replacing provision re personal, economic
or other association of director with "on the ground that the director", replacing "interest in the transaction" with "interest
respecting the transaction" and "time of commitment" with "relevant time" and making technical changes.
Annotation to former section 33-46:
Contract between director and corporation; when voidable; authorization, and ratification or estoppel, by stockholders.
104 C. 683.
Annotations to former section 33-323:
Cited. 151 C. 437. Cited. 153 C. 527. Cited. 168 C. 201. Cited. 186 C. 587. Cited. 229 C. 771.
Cited. 1 CA 656.
Subsec. (a):
Director's sale of stock and loans to corporation found not improper. 180 C. 199.
Subsec. (d):
Subdiv. (3): Director's sale of stock and loans to corporation found to be prima facie fair. 180 C. 199.