{"data":{"id":"us-nh/rsa-293-a-13.40","jurisdiction":"us-nh","citation":"RSA 293-A:13.40","heading":"Other Remedies Limited.","body":"(a) The legality of a proposed or completed corporate action described in RSA 293-A:13.02(a) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.\n(b) RSA 293-A:13.40(a) does not apply to a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) subdivisions 9, 10, 11, or 12 of RSA 293-A,\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 RSA 293-A:8.62 and has been approved by the shareholders in the same manner as is provided in RSA 293-A:8.63 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 RSA 293-A:7.04 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 XXVII: CORPORATIONS, ASSOCIATIONS, AND PROPRIETORS OF COMMON LANDS","Chapter Subchapter: D. Miscellaneous"],"source_url":"https://gc.nh.gov/rsa/html/XXVII/293-A/293-A-13.40.htm","current_through":"2025 regular legislative session, or December 2025","vintage":"","retrieved_at":"2026-09-05T14:50:27Z","sha256":"ad12788ca3d9ca903d30b709d235779144a404b96e8cd9b8a40c6a9cf59ccc82","source_id":"us-nh","stale":false,"prev":"us-nh/rsa-293-a-13.31","next":"us-nh/rsa-293-a-14.01"},"notice":"GroundRules: Original legal text. Not legal advice."}