Maine Revised Statutes

§872. Judicial action

1. Nonconflicting-interest transaction not actionable.  A transaction effected or proposed to be effected by a corporation, or by an entity controlled by a 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 regarding the transaction if it is not a director’s conflicting-interest transaction.
[ 2007, c. 289, §28 (AMD) .]
2. Conflicting-interest transaction not actionable if standards met.  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 regarding the transaction, if:
A. Directors' action regarding the transaction was taken in compliance with section 873 at any time; [2007, c. 289, §28 (AMD).]
B. Shareholders' action regarding the transaction was taken in compliance with section 874 at any time; or [2007, c. 289, §28 (AMD).]
C. The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation. For purposes of this paragraph, a transaction is fair to a corporation if, taken as a whole, the transaction was beneficial to the corporation, taking into appropriate account whether the transaction was:
(1) Fair in terms of the director's dealings with the corporation; and
(2) Comparable to what might have been obtained in an arms-length transaction, given the consideration paid or received by the corporation. [2007, c. 289, §28 (AMD).]
[ 2007, c. 289, §28 (AMD) .]
SECTION HISTORY
2001, c. 640, §A2 (NEW). 2001, c. 640, §B7 (AFF). 2003, c. 344, §B69 (AMD). 2007, c. 289, §28 (AMD).