Judicial Action

(a)A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) that is not a director’s conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because a director of the corporation, or any person with whom or which he has personal, economic, or other association, has an interest in the transaction.

(b)A director’s conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because the director, or any person with whom or which he has a personal, economic, or other association, has an interest in the transaction, if;

(1)directors’ action respecting the transaction was at any time taken in compliance with § 28862;

(2)shareholders’ action respecting the transaction was at any time taken in compliance with § 28863; or COL372014 CH. 28 GUAM BUSINESS CORPORATION ACT

(3)the transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.