21-20,115 Director; conflict of interest; shareholders' action. - Nebraska Statutes

21-20,115. Director; conflict of interest; shareholders' action.(1) Shareholders' action respecting a transaction shall be effective for purposes of subdivision (2)(b) of section 21-20,113 if a two-thirds majority of the votes entitled to be cast by the holders of all qualified shares were cast in favor of the transaction after (a) notice to shareholders describing the director's conflicting interest transaction, (b) provision of the information referred to in subsection (4) of this section, and (c) required disclosure to the shareholders who voted on the transaction to the extent the information was not known by them.(2) For purposes of this section, qualified shares shall mean any shares entitled to vote with respect to the director's conflicting interest transaction except shares that, to the knowledge before the vote of the secretary or other officer or agent of the corporation authorized to tabulate votes, are beneficially owned or the voting of which is controlled by a director who has a conflicting interest respecting the transaction or a related person of the director, or both.(3) A majority of the votes entitled to be cast by the holders of all qualified shares shall constitute a quorum for purposes of action that complies with this section. Subject to the provisions of subsections (4) and (5) of this section, shareholders' action that otherwise complies with this section shall not be affected by the presence of holders or the voting of shares that are not qualified shares.(4) For purposes of compliance with subsection (1) of this section, a director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary, or other officer or agent of the corporation authorized to tabulate votes, of the number and the identity of persons holding or controlling the vote, and of all shares that the director knows are beneficially owned or the voting of which is controlled by the director or by a related person of the director, or both.(5) If a shareholders' vote does not comply with subsection (1) of this section solely because of a failure of a director to comply with subsection (4) of this section, and if the director establishes that his or her failure did not determine and was not intended by him or her to influence the outcome of the vote, the court may, with or without further proceedings respecting subdivision (2)(c) of section 21-20,113, take such action respecting the transaction and the director and give such effect, if any, to the shareholders' vote as it considers appropriate in the circumstances. SourceLaws 1995, LB 109, § 115.