Michigan Compiled Laws

Mich. Comp. Laws § 450.1545 (2026)

Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

✓ current as of July 2026
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BUSINESS CORPORATION ACT


Act 284 of 1972


450.1545 Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

    Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Compiler's Notes:

    The repealed section pertained to contracts or transactions involving interested directors or officers.

Notes of Decisions
Cited in 4 cases, 1976–1986 · leading case: Fill Bldgs., Inc. v. Alexander Hamilton Life Ins. Co. of Am., 241 N.W.2d 466 (Mich. 1976).
Fill Bldgs., Inc. v. Alexander Hamilton Life Ins. Co. of Am., 241 N.W.2d 466 (Mich. 1976). · cites it 6× “It can be noted, however, that there would appear to be no purpose for the disinterested quorum requirement under MCLA 450.1545; MSA 21.200(545) since that statute looks not to form but to justification in terms of what is "fair and reasonable" to the corporation (see MCLA 450.”
Plaza Sec. Co. v. Fruehauf Corp., 643 F. Supp. 1535 (E.D. Mich. 1986). · cites it 2× “Similarly, the Michigan Business Corporation Act, Mich.Comp.Laws §§ 450.1545, 450.1546, provides that the burden of defending a transaction in which the board is interested falls on the directors.”
Genzer v. Cunningham, 498 F. Supp. 682 (E.D. Mich. 1980). “At the same time, however, the court is persuaded that the Michigan Supreme Court would adopt the rule as a natural extension of the traditional rule which recognized that the directors are in the best position to determine whether litigation is in the corporation’s best…”
Christner v. Anderson, Nietzke & Co., Pc, 401 N.W.2d 641 (Mich. Ct. App. 1986). “The mere fact that the valuation and sale took place during the dissolution process does not mean that the directors are held to any greater standard of conduct. MCL 450.1834(a); MSA 21.”
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