C.R.S.
Section 7-113-401
Other remedies limited
(1)
The legality of a proposed or completed corporate action described in section 7-113-102 (1) may not be contested, nor may the corporate action be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.(2)
Subsection (1) of this section does not apply to a corporate action that:(a)
Was not authorized and approved in accordance with the applicable provisions of:(I)
Article 109, 110, 111, or 112 of this title 7;(II)
The articles of incorporation or bylaws; or(III)
The resolution of the board of directors authorizing the corporate action;(b)
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;(c)
Is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in section 7-108-501 and has been approved by the shareholders, in the same manner as is provided in section 7-108-501, as if the interested transaction were a director’s conflicting interest transaction; or(d)
Was approved by less than unanimous consent of the voting shareholders pursuant to section 7-107-104 if:(I)
The challenge to the corporate action is brought by a shareholder that did not consent and as to whom notice of the approval of the corporate action was not effective at least ten days before the corporate action was effected; and(II)
The proceeding challenging the corporate action is commenced within ten days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.
Source:
Section 7-113-401 — Other remedies limited, https://leg.colorado.gov/sites/default/files/images/olls/crs2023-title-07.pdf (accessed Oct. 20, 2023).
Up to date