Section 10A-2A-13.40 - Other remedies limited(a) The legality of a proposed or completed corporate action described in Section 10A-2A-13.02(a) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a stockholder after the stockholders have approved the corporate action.(b) Subsection (a) does not apply to a corporate action that:(1) was not authorized and approved in accordance with the applicable provisions of: (i) Article 9, 10, 11, or 12 of this chapter or Article 8 of Chapter 1;(ii) the certificate of incorporation or bylaws; or(iii) the resolution of the board of directors authorizing the corporate action;(2) was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;(3) is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in Section 10A-2A-8.60 and has been approved by the stockholders in the same manner as is provided in Section 10A-2A-8.60 as if the interested transaction were a director's conflicting interest transaction; or(4) is approved by less than unanimous consent of the voting stockholders pursuant to Section 10A-2A-7.04 if:(i) the challenge to the corporate action is brought by a stockholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and(ii) the proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the stockholder bringing the proceeding.Ala. Code § 10A-2A-13.40 (1975)
Added by Act 2019-94,§ 1, eff. 1/1/2020.