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<section article="gca" article_name="Corporations and Associations" number="1-403" title_number="1" title_name="General Provisions" subtitle_number="4" subtitle_name="Miscellaneous">
  <level label="a">
    <text>Unless a lack of power or capacity is asserted in a proceeding described in this section, an act of a corporation or a transfer of real or personal property by or to the corporation is not invalid or unenforceable solely because the corporation lacked the power or capacity to take the action.</text>
  </level>
  <level label="b">
    <level label="1">
      <text>Lack of corporate power or capacity may be asserted by a stockholder in a proceeding to enjoin the corporation from doing an act or from transferring or acquiring real or personal property.</text>
    </level>
    <level label="2">
      <text>If the act or transfer sought to be enjoined is based on a contract to which the corporation is a party and if all parties to the contract are parties to the proceeding, the court may set the contract aside and enjoin its performance.</text>
    </level>
    <level label="3">
      <text>The court may award compensatory damages to any party to the contract who suffers a loss because of the action of the court. However, the court may not award compensatory damages for loss of anticipated profits to be derived from performance of the contract.</text>
    </level>
  </level>
  <level label="c">
    <text>Lack of corporate power or capacity may be asserted by the corporation in a suit brought in its name by the corporation or its receiver, trustee, other legal representative, or in a representative suit brought by a stockholder against its present or former officers or directors.</text>
  </level>
  <level label="d">
    <text>Lack of corporate power or capacity may be asserted by the Attorney General in a proceeding for the forfeiture of the charter of the corporation or to enjoin it from transacting unauthorized business.</text>
  </level>
</section>
