35-14-1340. Other remedies limited.
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/mt/title-35/chapter-14/part-13/35-14-1340·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
35-14-1340 . Other remedies limited.
(1)The legality of a proposed or completed corporate action described in 35-14-1302
(1)may not be contested, and the corporate action may not be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.
(2)Subsection
(1)does not apply to a corporate action that:
(a)was not authorized and approved in accordance with the applicable provisions of:
(i)part 9, 10, 11, or 12 of this chapter;
(ii)the articles of incorporation or bylaws; or
(iii)the resolution of the board of directors authorizing the corporate action;
(b)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;
(c)is an interested transaction unless it has been recommended by the board of directors in the manner provided in 35-14-862 and has been approved by the shareholders in the manner provided in 35-14-863 as if the interested transaction were a director's conflicting interest transaction; or
(d)is approved by less than unanimous consent of the voting shareholders pursuant to 35-14-704 if:
(i)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 10 days before the corporate action was effected; and
(ii)the proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.