(a) A transaction effected or proposed to be effected by the enterprise, or by an entity controlled by the enterprise, may not be the subject of equitable relief or give rise to an award of damages or other sanctions against a director of the enterprise in a proceeding by a member or by or in the right of the enterprise on the ground that the director has an interest respecting the transaction, if it is not a director’s conflicting interest transaction.
(b) A director’s conflicting interest transaction may not be the subject of equitable relief or give rise to an award of damages or other sanctions against a director of the enterprise in a proceeding by a member or by or in the right of the enterprise on the ground that the director has an interest respecting the transaction if:
(1) the directors’ action respecting the transaction was taken in compliance with section 819b of this title at any time; or
(2) the members’ action respecting the transaction was taken in compliance with section 819c of this title at any time; or
(3) the transaction, judged according to the circumstances at the relevant time, is established to have been fair to the enterprise.