(1) A transaction effected or proposed to be effected by a corporation or by any entity controlled by the corporation that is not a director's conflicting interest transaction may not be enjoined, be set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, solely because a director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction.

(2) A director's conflicting interest transaction may not be enjoined, be set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, solely because the director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction, if: (a) directors' action respecting the transaction was at any time taken in compliance with Section 16-10a-852; (b) shareholders' action respecting the transaction was at any time taken in compliance with Section 16-10a-853; or (c) the transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.

(a) directors' action respecting the transaction was at any time taken in compliance with Section 16-10a-852;

(b) shareholders' action respecting the transaction was at any time taken in compliance with Section 16-10a-853; or

(c) the transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.