New Hampshire Revised Statutes 293-A:13.40 – Other Remedies Limited
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(a) The legality of a proposed or completed corporate action described in N.H. Rev. Stat. § 293-A:13.02(a) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.
(b) N.H. Rev. Stat. § 293-A:13.40(a) does not apply to a corporate action that:
(1) was not authorized and approved in accordance with the applicable provisions of:
(i) subdivisions 9, 10, 11, or 12 of RSA 293-A,
(ii) the articles of incorporation or bylaws, or
(iii) the resolution of the board of directors authorizing the corporate action;
(2) was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;
(3) is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in N.H. Rev. Stat. § 293-A:8.62 and has been approved by the shareholders in the same manner as is provided in N.H. Rev. Stat. § 293-A:8.63 as if the interested transaction were a director’s conflicting interest transaction; or
(4) is approved by less than unanimous consent of the voting shareholders pursuant to N.H. Rev. Stat. § 293-A:7.04 if:
(i) the challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and
(ii) the proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.
(b) N.H. Rev. Stat. § 293-A:13.40(a) does not apply to a corporate action that:
Terms Used In New Hampshire Revised Statutes 293-A:13.40
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Fraud: Intentional deception resulting in injury to another.
(1) was not authorized and approved in accordance with the applicable provisions of:
(i) subdivisions 9, 10, 11, or 12 of RSA 293-A,
(ii) the articles of incorporation or bylaws, or
(iii) the resolution of the board of directors authorizing the corporate action;
(2) was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;
(3) is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in N.H. Rev. Stat. § 293-A:8.62 and has been approved by the shareholders in the same manner as is provided in N.H. Rev. Stat. § 293-A:8.63 as if the interested transaction were a director’s conflicting interest transaction; or
(4) is approved by less than unanimous consent of the voting shareholders pursuant to N.H. Rev. Stat. § 293-A:7.04 if:
(i) the challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and
(ii) the proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.