CODE OF VIRGINIA

BUSINESS OPPORTUNITIES (§ 13.1-691.1)

A. A director’s taking advantage, directly or indirectly, of a business
opportunity may not be the subject of equitable relief, or give rise to an award
of damages or other sanctions against the director, in a proceeding by or in the
right of the corporation on the ground that such opportunity should have first
been offered to the corporation, if before becoming legally obligated respecting
the opportunity the director brings it to the attention of the corporation and:

   1.  Directors’ action disclaiming the corporation’s interest in
   the opportunity is taken in compliance with the procedures set forth in
   subdivision A 1 of § 13.1-691, as if the decision being made concerned a
   director’s conflict of interests transaction; or

   2.  Shareholders’ action disclaiming the corporation’s interest in
   the opportunity is taken in compliance with the procedures set forth in
   subdivision A 2 of § 13.1-691, as if the decision being made concerned a
   director’s conflict of interests transaction.

B. In any proceeding seeking equitable relief or other remedies, based upon an
alleged improper taking advantage of a business opportunity by a director, the
fact that the director did not employ one of the procedures described in
subsection A before taking advantage of the opportunity shall not create an
inference that the opportunity should have been first presented to the
corporation or alter the burden of proof otherwise applicable to establish that
the director breached a duty to the corporation in the circumstances.

HISTORY: 2005, c. 765.