Iowa Code

Iowa Code § 490.861 (2026)

Judicial action

✓ current as of July 2026
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1. A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director’s conflicting interest transaction.

2. A director’s conflicting interest transaction shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if any of the following apply:

a. Directors’ action respecting the transaction was taken in compliance with section 490.862 at any time.

b. Shareholders’ action respecting the transaction was taken in compliance with section 490.863 at any time.

c. The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation. 2013 Acts, ch 31, §41, 82; 2021 Acts, ch 165, §120, 230 Referred to in §490.831, 490.860, 490.862, 490.863, 491.16A \n

Notes of Decisions
Cited in 3 cases (3 in the last 5 years), 2023–2024 · leading case: Hora v. Hora (Iowa Ct. App. 2023).
Hora v. Hora (Iowa Ct. App. 2023). · cites it 6× “See Iowa Code § 490.861 (2). Because the defendants did not plead any affirmative defense under section 490.”
Brian Hora & Gregg Hora, Individually & on behalf of Hora Farms, Inc., & Precision Partners Corp. v. Keith Hora & Kurt Hora, Individually & in their capacity as Shareholders, Directors, Officers, Managers, & Employees of Hora Farms, Inc., Heather Hora, & HK Farms, Inc (Iowa 2024). · cites it 4× “The court of appeals disagreed, concluding the chal- lenged transactions were “conflicting interest transactions,” see Iowa Code § 490.861 (2), which required Keith to prove the transactions were “fair to the corporation” as defined in section 490.”
Brian Hora & Gregg Hora, Individually & on behalf of Hora Farms, Inc., & Precision Partners Corp. v. Keith Hora & Kurt Hora, Individually & in their capacity as Shareholders, Directors, Officers, Managers, & Employees of Hora Farms, Inc., Heather Hora, & HK Farms, Inc (Iowa 2024). · cites it 4× “The court of appeals disagreed, concluding the chal- lenged transactions were “conflicting interest transactions,” see Iowa Code § 490.861 (2), which required Keith to prove the transactions were “fair to the corporation” as defined in section 490.”
— Iowa Code § 490.861(2) — 2 cases
Brian Hora & Gregg Hora, Individually & on behalf of Hora Farms, Inc., & Precision Partners Corp. v. Keith Hora & Kurt Hora, Individually & in their capacity as Shareholders, Directors, Officers, Managers, & Employees of Hora Farms, Inc., Heather Hora, & HK Farms, Inc (Iowa 2024). “The court of appeals disagreed, concluding the chal- lenged transactions were “conflicting interest transactions,” see Iowa Code § 490.861 (2), which required Keith to prove the transactions were “fair to the corporation” as defined in section 490.”
Brian Hora & Gregg Hora, Individually & on behalf of Hora Farms, Inc., & Precision Partners Corp. v. Keith Hora & Kurt Hora, Individually & in their capacity as Shareholders, Directors, Officers, Managers, & Employees of Hora Farms, Inc., Heather Hora, & HK Farms, Inc (Iowa 2024). “The court of appeals disagreed, concluding the chal- lenged transactions were “conflicting interest transactions,” see Iowa Code § 490.861 (2), which required Keith to prove the transactions were “fair to the corporation” as defined in section 490.”
— Iowa Code § 490.861(2)(a) — 1 case
Hora v. Hora (Iowa Ct. App. 2023). “See Iowa Code § 490.861 (2). Because the defendants did not plead any affirmative defense under section 490.”
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