(a) Upon application by the corporation, any successor entity to the corporation, any director of the corporation, any record or beneficial holder of valid stock or putative stock, any record or beneficial holder of putative stock as of the date of the defective corporate act, any holder of a voting trust certificate, any holder of a voting trust certificate as of the date of the defective corporate act, or any other person claiming to be substantially and adversely affected by a ratification under this subtitle, a court of the State or a federal court sitting in the State may: (1) Determine the validity of any ratification under this subtitle; and (2) Modify or waive any of the procedures required by this subtitle to ratify a defective corporate act. (b) An action under this section shall be brought within 120 days after: (1) If the ratification was approved by stockholders, and the notice required by § 2-704(a) of this subtitle was given prior to the stockholder action, the date on which ratification became effective; or (2) If notice was given or deemed given within 60 days after the ratification, the date on which notice was given or deemed given to stockholders and any holders of putative stock in accordance with § 2-704(b) of this subtitle.
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