{"data":{"id":"us-me/13-c-m.r.s.-872","jurisdiction":"us-me","citation":"13-C M.R.S. §872","heading":"Judicial action","body":"1.  Nonconflicting-interest transaction not actionable.  A transaction effected or proposed to be effected by a corporation, or by an entity controlled by a 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 regarding the transaction if it is not a director’s conflicting-interest transaction.\n2.  Conflicting-interest transaction not actionable if standards met.  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 regarding the transaction, if:\nA.  Directors' action regarding the transaction was taken in compliance with section 873 at any time;\nB.  Shareholders' action regarding the transaction was taken in compliance with section 874 at any time; or\nC.  The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.  For purposes of this paragraph, a transaction is fair to a corporation if, taken as a whole, the transaction was beneficial to the corporation, taking into appropriate account whether the transaction was:\n(1)  Fair in terms of the director's dealings with the corporation; and\n(2)  Comparable to what might have been obtained in an arms-length transaction, given the consideration paid or received by the corporation.","path":["TITLE 13-C: MAINE BUSINESS CORPORATION ACT","CHAPTER 8: DIRECTORS AND OFFICERS","SUBCHAPTER 6: DIRECTORS' CONFLICTING-INTEREST TRANSACTIONS"],"source_url":"https://legislature.maine.gov/statutes/13-C/title13-Csec872.html","current_through":"October 1, 2025","vintage":"","retrieved_at":"2026-09-04T15:12:27Z","sha256":"586f733d230a713f90e7b7443a68895cc016a7ba426a424a9d7386990feb43bd","source_id":"us-me","stale":false,"prev":"us-me/13-c-m.r.s.-871","next":"us-me/13-c-m.r.s.-873"},"notice":"GroundRules: Original legal text. Not legal advice."}