No act of a corporation and no conveyance or transfer of real or personal property
to or by a corporation is invalid by reason of the fact that the corporation was without
capacity or power to do such act or to make or receive such conveyance or transfer
but such lack of capacity or power may be asserted:
1. In a proceeding by a shareholder against the corporation to enjoin the doing of
any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfers sought to be enjoined are being, or are to
be, performed or made pursuant to any contract to which the corporation is a party,
the court may, if all of the parties to the contract are parties to the proceeding
and if it deems the same to be equitable, set aside and enjoin the performance of
such contract, and in so doing may allow to the corporation or to the other parties
to the contract, as the case may be, compensation for the loss or damage sustained
by either of them which may result from the action of the court in setting aside and
enjoining the performance of such contract. However, anticipated profits to be derived from the performance of the contract
shall not be awarded by the court as a loss or damage sustained.
2. In a proceeding by the corporation, whether acting directly or through a receiver,
trustee, or other legal representative, or through shareholders in a representative
suit, against the incumbent or former officers or directors of the corporation.
3. In a proceeding by the attorney general, as provided in this chapter, to dissolve
the corporation or to enjoin the corporation from the transaction of unauthorized
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.
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