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) the directors’ action respecting the transaction was taken in compliance with section 8.62 of this title at any time; (2) the shareholders’ action respecting the transaction was taken in compliance with section 8.63 of this title at any time; or (3) the transaction, judged according to the circumstances at the relevant time, is established to have been ng the transaction was taken in compliance with section 8.63 of this title 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. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 96, eff. June 6, 2008.)
Vermont Legal Code