Utah Code 16-10a-851. Judicial action
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(1) A transaction effected or proposed to be effected by a corporation or by any entity controlled by the corporation that is not a director’s conflicting interest transaction may not be enjoined, be set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, solely because a director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction.
Terms Used In Utah Code 16-10a-851
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Entity: includes :(19)(a) a domestic and foreign corporation;(19)(b) a nonprofit corporation;(19)(c) a limited liability company;(19)(d) a profit or nonprofit unincorporated association;(19)(e) a business trust;(19)(f) an estate;(19)(g) a partnership;(19)(h) a trust;(19)(i) two or more persons having a joint or common economic interest;(19)(j) a state;(19)(k) the United States; and(19)(l) a foreign government. See Utah Code 16-10a-102
- Person: means :
(24)(a) an individual;(24)(b) an association;(24)(c) an institution;(24)(d) a corporation;(24)(e) a company;(24)(f) a trust;(24)(g) a limited liability company;(24)(h) a partnership;(24)(i) a political subdivision;(24)(j) a government office, department, division, bureau, or other body of government; and(24)(k) any other organization or entity. See Utah Code 68-3-12.5- Proceeding: includes :
(26)(a) a civil suit;(26)(b) arbitration or mediation; and(26)(c) a criminal, administrative, or investigatory action. See Utah Code 16-10a-102- Shareholder: means :
(34)(a)(i) the person in whose name a share is registered in the records of a corporation; or(34)(a)(ii) the beneficial owner of a share to the extent recognized pursuant to Section 16-10a-723. See Utah Code 16-10a-102(2) A director’s conflicting interest transaction may not be enjoined, be set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, solely because the director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction, if:(2)(a) directors’ action respecting the transaction was at any time taken in compliance with Section 16-10a-852;(2)(b) shareholders’ action respecting the transaction was at any time taken in compliance with Section 16-10a-853; or(2)(c) the transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation. - Person: means :