{"data":{"id":"us-al/ala.-code-10a-2a-13.40","jurisdiction":"us-al","citation":"Ala. Code § 10A-2A-13.40","heading":"Other Remedies Limited.","body":"(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described in Section 10A-2A-13.02(a) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a stockholder after the stockholders have approved the corporate action.\n(b) Subsection (a) does not apply to a corporate action that:\n(1) was not authorized and approved in accordance with the applicable provisions of:\n(i) Article 9, 10, 11, or 12 of this chapter or Article 8 of Chapter 1;\n(ii) the certificate of incorporation or bylaws; or\n(iii) the resolution of the board of directors authorizing the corporate action;\n(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;\n(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\n(4) is approved by less than unanimous consent of the voting stockholders pursuant to Section 10A-2A-7.04 if:\n(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\n(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.","path":["Title 10A Alabama Business and Nonprofit Entities Code.","Chapter 2A Alabama Business Corporation Law.","Article 13 Appraisal Rights.","Division D Other Remedies."],"source_url":"https://alison.legislature.state.al.us/code-of-alabama?section=10A-2A-13.40","current_through":"Act 2026-611","vintage":"","retrieved_at":"2026-09-03T14:01:53Z","sha256":"8e9fb8fa7f7741b365d0e5ad9c5df60452ec4e31217bbfd4a9c731597325eac6","source_id":"us-al","stale":false,"prev":"us-al/ala.-code-10a-2a-13.31","next":"us-al/ala.-code-10a-2a-14.01"},"notice":"GroundRules: Original legal text. Not legal advice."}