30-29-152. JUDICIAL PROCEEDINGS REGARDING VALIDITY OF CORPORATE ACTIONS. (a) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, beneficial shareholder or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under section 30-29-147, Idaho Code, or any other person claiming to be substantially and adversely affected by a ratification under section 30-29-147, Idaho Code, the Idaho district court of the county where a corporation’s principal office is located, or, if none in this state, Ada county, may:
(1) Determine the validity and effectiveness of any corporate action or defective corporate action;
(2) Determine the validity and effectiveness of any ratification under section 30-29-147, Idaho Code;
(3) Determine the validity of any putative shares; and
(4) Modify or waive any of the procedures specified in section 30-29-147, Idaho Code, or 30-29-148, Idaho Code, to ratify a defective corporate action.
(b) In connection with an action under this section, the court may make such findings or orders, and take into account any factors or considerations regarding such matters as it deems proper under the circumstances.
(c) Service of process of the application under subsection (a) of this section on the corporation may be made in any manner provided by statute of this state or by rule of the applicable court for service on the corporation, and no other party need be joined in order for the court to adjudicate the matter. In an action filed by the corporation, the court may require notice of the action be provided to other persons specified by the court and permit such other persons to intervene in the action.
(d) Notwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of any defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within one hundred twenty (120) days of the validation effective time.
History:
[30-29-152, added 2019, ch. 90, sec. 15, p. 238.]
Copyright ©2024 LegalFix. All rights reserved. LegalFix is not a law firm, is not licensed to practice law, and does not provide legal advice, services, or representation. The information on this website is an overview of the legal plans you can purchase—or that may be provided by your employer as an employee benefit or by your credit union or other membership group as a membership benefit.
LegalFix provides its members with easy access to affordable legal services through a network of independent law firms. LegalFix, its corporate entity, and its officers, directors, employees, agents, and contractors do not provide legal advice, services, or representation—directly or indirectly.
The articles and information on the site are not legal advice and should not be relied upon—they are for information purposes only. You should become a LegalFix member to get legal services from one of our network law firms.
You should not disclose confidential or potentially incriminating information to LegalFix—you should only communicate such information to your network law firm.
The benefits and legal services described in the LegalFix legal plans are not always available in all states or with all plans. See the legal plan Benefit Overview and the more comprehensive legal plan contract during checkout for coverage details in your state.
Use of this website, the purchase of legal plans, and access to the LegalFix networks of law firms are subject to the LegalFix Terms of Service and Privacy Policy.