{"data":{"id":"us-mt/35-14-1340","jurisdiction":"us-mt","citation":"35-14-1340","heading":"Other remedies limited.","body":"(1) The legality of a proposed or completed corporate action described in 35-14-1302(1) may not be contested, and the corporate action may not be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.\n(2) Subsection (1) does not apply to a corporate action that:\n(a) was not authorized and approved in accordance with the applicable provisions of:\n(i) part 9, 10, 11, or 12 of this chapter;\n(ii) the articles of incorporation or bylaws; or\n(iii) the resolution of the board of directors authorizing the corporate action;\n(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;\n(c) is an interested transaction unless it has been recommended by the board of directors in the manner provided in 35-14-862 and has been approved by the shareholders in the manner provided in 35-14-863 as if the interested transaction were a director's conflicting interest transaction; or\n(d) is approved by less than unanimous consent of the voting shareholders pursuant to 35-14-704 if:\n(i) the challenge to the corporate action is brought by a shareholder 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 shareholder bringing the proceeding.","path":["TITLE 35. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS","CHAPTER 14. MONTANA BUSINESS CORPORATION ACT","Part 13. Appraisal Rights"],"source_url":"https://mca.legmt.gov/bills/mca/title_0350/chapter_0140/part_0130/section_0400/0350-0140-0130-0400.html","current_through":"Montana Code Annotated 2025","vintage":"","retrieved_at":"2026-09-14T04:53:30Z","sha256":"cb9f6a08098c49834b2ba23de41236d3785caa1f3c4619de03f2edfa96236180","source_id":"us-mt","stale":false,"prev":"us-mt/35-14-1332","next":"us-mt/35-14-1401"},"notice":"GroundRules: Original legal text. Not legal advice."}