Montana Code Annotated
Part 8. Directors and Officers
35-14-870. Business opportunities

35-14-870. Business opportunities. (1) If a director or officer pursues or takes advantage of a business opportunity directly, or indirectly through or on behalf of another person, that action may not be the subject of equitable relief or give rise to an award of damages or other sanctions against the director, officer, or other person in a proceeding by or in the right of the corporation on the ground that the opportunity should have first been offered to the corporation if:
(a) before the director, officer, or other person becomes legally obligated respecting the opportunity, the director or officer brings it to the attention of the corporation and either:
(i) action by qualified directors disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in 35-14-862; or
(ii) shareholders' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in 35-14-863, in either case as if the decision being made concerned a director's conflicting interest transaction, except that rather than making required disclosure as defined in 35-14-860, the director or officer must have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity known to the director or officer; or
(b) the duty to offer the corporation the business opportunity has been limited or eliminated pursuant to a provision of the articles of incorporation adopted and, if required, made effective by action of qualified directors in accordance with 35-14-202(2)(f).
(2) In any proceeding seeking equitable relief or other remedies based on an alleged improper pursuit or taking advantage of a business opportunity by a director or officer directly, or indirectly through or on behalf of another person, the fact that the director or officer did not employ the procedure described in subsection (1)(a)(i) or (1)(a)(ii) before pursuing or taking advantage of the opportunity does not create an implication that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director or officer breached a duty to the corporation in the circumstances.
History: En. Sec. 133, Ch. 271, L. 2019.

Structure Montana Code Annotated

Montana Code Annotated

Title 35. Corporations, Partnerships, and Associations

Chapter 14. Montana Business Corporation Act

Part 8. Directors and Officers

35-14-801. Board of directors -- requirements -- functions

35-14-802. Qualifications of directors

35-14-803. Directors -- number -- election

35-14-804. Election of directors -- certain classes or series of shares

35-14-805. Terms of directors generally

35-14-806. Staggered terms for directors

35-14-807. Resignation of directors

35-14-808. Removal of directors by shareholders

35-14-809. Removal of directors by judicial proceeding

35-14-810. Vacancy -- board of directors

35-14-811. Compensation of directors

35-14-812. through 35-14-819 reserved

35-14-820. Meetings

35-14-821. Action without meeting

35-14-822. Notice of meeting

35-14-823. Waiver of notice

35-14-824. Quorum and voting

35-14-825. Committees of board

35-14-826. Submission of matters for shareholder vote

35-14-827. through 35-14-829 reserved

35-14-830. Standards of conduct for directors

35-14-831. Standards of liability for directors

35-14-832. Director's liability for unlawful distributions

35-14-833. through 35-14-839 reserved

35-14-840. Officers

35-14-841. Functions of officers

35-14-842. Standards of conduct for officers

35-14-843. Resignation and removal of officers

35-14-844. Contract rights of officers

35-14-845. through 35-14-849 reserved

35-14-850. Definitions -- indemnification and advance for expenses

35-14-851. Permissible indemnification

35-14-852. Mandatory indemnification

35-14-853. Advance for expenses

35-14-854. Court-ordered indemnification and advance for expenses

35-14-855. Determination and authorization of indemnification

35-14-856. Indemnification of officers

35-14-857. Insurance

35-14-858. Variation by corporate action -- application

35-14-859. Exclusivity

35-14-860. Definitions -- director's conflicting interest transactions

35-14-861. Judicial action

35-14-862. Directors' action

35-14-863. Shareholders' action

35-14-864. through 35-14-869 reserved

35-14-870. Business opportunities