Syfert Injury Law Firm

Your Trusted Partner in Personal Injury & Workers' Compensation

Call Now: 904-383-7448

2018 Georgia Code 14-2-864 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-864 Case Law from Google Scholar Amendments to OCGA 14-2-864

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 2. Business Corporations, 14-2-101 through 14-2-1703.

ARTICLE 8 DIRECTORS AND OFFICERS

14-2-864. Definitions; officer's conflicting interest transactions.

  1. As used in this Code section, the term:
    1. "Officer" means a person who is not a director and who is holding an office described in the bylaws of the corporation or appointed by the board of directors in accordance with the bylaws of the corporation.
    2. "Officer's conflicting interest transaction" means any transaction, other than a director's conflicting interest transaction as defined in paragraph (2) of Code Section 14-2-860, between a corporation (or a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) and one or more of its officers or between a corporation and a related person of an officer.
    3. "Related person" of an officer shall have the same meaning with respect to an officer that this term has with respect to a director in paragraph (3) of Code Section 14-2-860.
    4. "Required disclosure" with respect to an officer shall have the same meaning as this term has with respect to a director in paragraph (4) of Code Section 14-2-860.
    5. "Time of commitment" shall have the same meaning as in paragraph (5) of Code Section 14-2-860.
  2. No officer's conflicting interest transaction shall be void or voidable solely because the officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction.
  3. An officer's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action by a shareholder or by or in the right of the corporation, on the ground of an interest in the transaction of the officer or any person with whom or which he has a personal, economic, or other association, if:
    1. The transaction was approved by the board of directors after required disclosure;
    2. The transaction was approved by the shareholders after required disclosure; or
    3. The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.

(Code 1981, §14-2-864, enacted by Ga. L. 1989, p. 946, § 40.)

COMMENT

This section was added by the 1989 amendments, to restore the safe harbor for transactions between the corporation and its officers formerly provided by O.C.G.A. § 14-2-155 (1982), which covered both officers and directors. The Model Act made no separate provision for transactions by officers who are not also directors, on the theory that the general law of agency provides sufficient guidance in this area, that principals can waive conflicts of interest with respect to their agents, and that directors or superior officers, acting in good faith, can waive such conflicts on behalf of the corporation. Because former Georgia law specifically provided a safe harbor for such transactions, it was feared that negative implications might arise were similar protections not provided by the new Code. Absent appropriate authorization, after full disclosure, the officer may defend the transaction on the basis of its fairness.

PART 7 D ISCLAIMER OF BUSINESS OPPORTUNITIES

Effective date.

- This part became effective July 1, 2016.

No results found for Georgia Code 14-2-864.