(1) A transaction effected or proposed to be effected by a corporation or by a subsidiary of the corporation, or any other entity in which the corporation has a controlling interest, that is not a director's conflicting interest transaction may not be enjoined, 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, because a director of the corporation, or any person with whom or which he has a personal, economic, or other association, has an interest in the transaction. (2) A director's conflicting interest transaction may not be enjoined, 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, because the director, or any person with whom or which he 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 30-1-862 , Idaho Code; (b) Shareholders' action respecting the transaction was at any time taken in compliance with section 30-1-863 , Idaho Code; or (c) The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.
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