Mississippi · Snapshot Mississippi Code Release 78 (2020-07), retrieved 2026-09-17

Miss. Code Ann. § 79-4-8.61: When director’s actions not sanctionable.

(a) A transaction effected or proposed to be effected by the corporation or by an entity controlled by the corporation may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director’s conflicting interest transaction.
(b) A director’s conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation on the ground that the director has an interest respecting the transaction, if:
(1) Directors’ action respecting the transaction was taken in compliance with Section 79-4-8.62 at any time; or
(2) Shareholders’ action respecting the transaction was taken in compliance with Section 79-4-8.63 at any time; or
(3) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.

Where this section sits in the code

Title 79. Corporations, Associations, and Partnerships
Chapter 4. Mississippi Business Corporation Act
Article 8. Directors and Officers.
Subarticle F. Director’s Conflicts of Interest.

(b) A director’s conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation on the ground that the director has an interest respecting the transaction, if:

(1) Directors’ action respecting the transaction was taken in compliance with Section 79-4-8.62 at any time; or

(2) Shareholders’ action respecting the transaction was taken in compliance with Section 79-4-8.63 at any time; or

(3) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.

Collected 2026-10-27T05:54:23Z. Source file · JSON

Compilation CC BY 4.0, Open US Law (Vaquill AI). GroundRules uses only the releases published under CC BY 4.0: from v2026.09 the compilation is licensed CC BY-NC 4.0, and GroundRules does not use those releases. Each affected row names its release in its vintage label. GroundRules parsed and filtered the compilation to retain enacted text. Source · License

Mississippi electronic product files were republished by Public.Resource.Org under a public-domain dedication. GroundRules uses enacted text from Release 78 only as a labeled supplement to the newer Open US Law rows. Source

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