[§414-262]  Judicial action.  (a)  A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or 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 a proceeding by a shareholder or by or in the right of the corporation, because a director of the corporation, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction.

     (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 a proceeding by a shareholder or by or in the right of the corporation, 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:

     (1)  Directors' action respecting the transaction was at any time taken in compliance with section 414-263;

     (2)  Shareholders' action respecting the transaction was at any time taken in compliance with section 414-264; or

     (3)  The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation. [L 2000, c 244, pt of §1]