It is 2030 and the sport of pickleball has swept the nation with such intensity that there is now a

Major League of Pickleball, with teams across the nation that compete to be the best pickleball

team. The Denver Dills are the most recent team to join the Major League of Pickleball. The

Denver Dills are structured as a corporation, and the team is incorporated in a jurisdiction that

follows the Model Business Corporation Act, including Subchapter F.

The largest shareholder of the Dills is Peter (40 percent); the rest of the corporation's shares

are held by the general public. Denver Dills, Inc. is governed by a five-member board of

directors: Peter (who serves as the chair of the board of directors and the corporation's CEO),

Shikha (Peter's sister-in-law), Alicia (a local businesswoman), Yena (a local pastor), and Michael

(a well-known local attorney).

Playtime Pieces, Inc. is a local business that sells playsets for children that include slides, swings,

monkey bars, and other similar equipment. Playtime Pieces has put in a bid to provide several

of its playsets for the Denver Dill's stadium, so that children who attend the pickleball games

can be entertained. In addition to his role with the Denver Dills, Peter is also a director and 30

percent shareholder of Playtime Pieces.

Peter calls a Denver Dills board meeting to consider the Playtime Pieces bid. Only Alicia and

Yena attend the meeting (along with Peter). At the start of the meeting, Peter makes all

required disclosures regarding his conflict of interest with Playtime Pieces. Peter then initially

leaves the meeting so that Alicia and Yena can deliberate on the Playtime Pieces' bid, but then

Alicia and Yena later invite Peter into their meeting to ask him a few questions. Peter rejoins

their ongoing meeting, answers their questions, and then breaks into a short speech about how

Playtime Pieces is a fabulous company. Peter's speech concludes with him saying, "Look at me

going on about how great that company is. My apologies. Please, Alicia and Yena, go ahead and

vote on the bid. I will abstain." While Peter sits down in a chair in the corner of the room, Alicia

and Yena vote to approve the transaction.

At the next Denver Dills shareholders' meeting, the board submits a shareholder resolution to

approve the selection of Playtime Pieces as the playset provider for the Dills' stadium. The

Denver Dills' provide proper advance notice to the shareholders that this transaction will be

voted on at the shareholders' meeting. Prior to the vote, Peter provides notice to the

corporation's secretary that he is a conflicted director for purposes of the upcoming Playtime

Pieces vote; Peter's written notice includes the number of shares that he owns in Playtime

Pieces. The same information that Peter submitted to the corporation's secretary is also

provided to the shareholders in their advance notice documentation prior to the shareholders'

meeting. When the Playtime Pieces transaction comes up for a vote at the shareholders'

meeting, Peter leaves the room entirely and does not vote. A majority of the shareholders then

vote in favor of the Playtime Pieces transaction.

What effect, if any, does the shareholder vote in favor of the Playtime

Pieces transaction have on whether the transaction is valid under the safe harbor provisions in

MBCA Subchapter F?