{"data":{"id":"us-dc/d.c.-code-29-311.50","jurisdiction":"us-dc","citation":"D.C. Code § 29-311.50","heading":"Other remedies limited.","body":"(a)\nThe legality of a proposed or completed corporate action described in § 29-311.02(a) shall not be contested and the corporate action shall not be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.\n(1)\nWas not authorized and approved in accordance with the applicable provisions of:\n(A)\nSubchapter VII, VIII, IX, or X of this chapter;\n(B)\nThe articles of incorporation or bylaws; or\n(C)\nThe resolution of the board of directors authorizing the corporate action;\n(2)\nWas 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)\nIs an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in § 29-306.72 and has been approved by the shareholders in the same manner as is provided in § 29-306.73 as if the interested transaction were a director’s conflicting interest transaction; or\n(4)\nIs approved by less than unanimous consent of the voting shareholders pursuant to § 29-305.04 if:\n(A)\nThe challenge to the corporate action is brought by a shareholder that did not consent and as to which notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and\n(B)\nThe proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.\n\n(b)\nSubsection (a) of this section shall not apply to a corporate action that:","path":["Title 29. Business Organizations. [Enacted title]","Chapter 3. Business Corporations.","Subchapter XI. Appraisal Rights.","Part D. Other Remedies."],"source_url":"https://code.dccouncil.gov/us/dc/council/code/sections/29-311.50","current_through":"2026-08-20 (D.C. Law 26-175)","vintage":"","retrieved_at":"2026-08-29T05:44:07Z","sha256":"a0eee2f06692c0c86855134ef3e20d53f6bf8034d097aa5524d03774ac972fdb","source_id":"us-dc","stale":false,"prev":"us-dc/d.c.-code-29-311.31","next":"us-dc/d.c.-code-29-312.01"},"notice":"GroundRules: Original legal text. Not legal advice."}