13.1-691.1 - Business opportunities. - Virginia Statutes

§ 13.1-691.1. Business opportunities.

A. A director's taking advantage, directly or indirectly, of a businessopportunity may not be the subject of equitable relief, or give rise to anaward of damages or other sanctions against the director, in a proceeding byor in the right of the corporation on the ground that such opportunity shouldhave first been offered to the corporation, if before becoming legallyobligated respecting the opportunity the director brings it to the attentionof the corporation and:

1. Directors' action disclaiming the corporation's interest in theopportunity is taken in compliance with the procedures set forth insubdivision A 1 of § 13.1-691, as if the decision being made concerned adirector's conflict of interests transaction; or

2. Shareholders' action disclaiming the corporation's interest in theopportunity is taken in compliance with the procedures set forth insubdivision A 2 of § 13.1-691, as if the decision being made concerned adirector's conflict of interests transaction.

B. In any proceeding seeking equitable relief or other remedies, based uponan alleged improper taking advantage of a business opportunity by a director,the fact that the director did not employ one of the procedures described insubsection A before taking advantage of the opportunity shall not create aninference that the opportunity should have been first presented to thecorporation or alter the burden of proof otherwise applicable to establishthat the director breached a duty to the corporation in the circumstances.

(2005, c. 765.)