Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 3. NONPROFIT CORPORATIONS · Article 8. DIRECTORS AND OFFICERS · Part 6. CONFLICTING INTEREST TRANSACTIONS

14-3-861. Transactions not subject to being enjoined, set aside, or other sanctions.

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 under the laws of this state by a member or by or in the right of the corporation or any other person who otherwise has standing, on the ground of an interest in the transaction of a director or any person with whom or which he or she 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 under the laws of this state by a member or by or in the right of the corporation or by any other person who otherwise has standing, on the ground of an interest in the transaction of the director or any person with whom or which he or she 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 14-3-862;#
2. (2)
  Members’ action respecting the transaction was at any time taken in compliance with Code Section 14-3-863;#
3. (3)
  Action by the superior court respecting the transaction was at any time taken in compliance with Code Section 14-3-864; or#
4. (4)
  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, § 14-3-861, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 66; Ga. L. 2023, p. 419, § 1-1/SB 148, effective July 1, 2023.

Amendments

The 2023 amendment, effective July 1, 2023, inserted “by” following “right of the corporation or” in subsection (b).

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)-pdf.pdf, Volume V12, 2017 edition, 2025 supplement, page 140; merge action: replaced; file SHA-256 b004123363dc.

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.