Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 2. BUSINESS CORPORATIONS · Article 8. DIRECTORS AND OFFICERS · Part 6. CONFLICTING INTEREST TRANSACTIONS

14-2-861. Judicial action.

Active

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

(a)
A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or by any other entity in which the corporation has a controlling interest) that is not a director’s conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action by a shareholder or by or in the right of the corporation, on the ground of an interest in the transaction of a director or any person with whom or which he has a personal, economic, or other association.#
(b)
A director’s conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action by a shareholder or by or in the right of the corporation, on the ground of an interest in the transaction of the director or any person with whom or which he has a personal, economic, or other association, if:#
1. (1)
  Directors’ action respecting the transaction was at any time taken in compliance with Code Section 14-2-862;#
2. (2)
  Shareholders’ action respecting the transaction was at any time taken in compliance with Code Section 14-2-863; or#
3. (3)
  The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.#

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

History

Code 1981, § 14-2-861, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 39.

Read the official page (the state's PDF, opened at the page this text was read from).

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-2017-pdf.pdf, Volume V12, 2017 edition, pages 297 to 298; merge action: carried; file SHA-256 f2fad2b71b39.

Ask about this section

The answer is drawn from this section and, when they fit, the other sections of its chapter. It quotes the text and names the section for each claim. Not legal advice.