{"data":{"id":"us-ne/neb.-rev.-stat.-21-2-183","jurisdiction":"us-ne","citation":"Neb. Rev. Stat. § 21-2,183","heading":"Other remedies limited.","body":"(MBCA 13.40) (a) The legality of a proposed or completed corporate action described in subsection (a) of section 21-2,172 may not be contested, nor may the corporate action be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.\n(b) Subsection (a) of this section does not apply to a corporate action that:\n(1) Was not authorized and approved in accordance with the applicable provisions of:\n(i) Sections 21-2,125 to 21-2,170;\n(ii) The articles 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 21-2,122 and has been approved by the shareholders in the same manner as is provided in section 21-2,123 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 shareholders pursuant to section 21-256 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 ten days before the corporate action was effected; and\n(ii) The proceeding challenging the corporate action is commenced within ten days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.","path":["Chapter 21 - CORPORATIONS AND OTHER COMPANIES"],"source_url":"https://nebraskalegislature.gov/laws/statutes.php?statute=21-2,183","current_through":"Laws 2026","vintage":"","retrieved_at":"2026-10-18T05:55:23Z","sha256":"f94a40ac513b509fa24a8c15d568d11f85dc13f60d9b5c25cb678a4ef628c37c","source_id":"us-ne","stale":false,"prev":"us-ne/neb.-rev.-stat.-21-2-182","next":"us-ne/neb.-rev.-stat.-21-2-184"},"notice":"GroundRules: Original legal text. Not legal advice."}