35-14-152. Judicial proceedings -- validity of corporate actions. (1) 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 shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under 35-14-147, or any other person claiming to be substantially and adversely affected by a ratification under 35-14-147, the district court in the county where the corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district may:
(a) determine the validity and effectiveness of any corporate action or defective corporate action;
(b) determine the validity and effectiveness of any ratification under 35-14-147;
(c) determine the validity of any putative shares; and
(d) modify or waive any of the procedures specified in 35-14-147 or 35-14-148 to ratify a defective corporate action.
(2) In connection with an action under this section, the court may make findings or orders and take into account any factors or considerations regarding matters it considers proper under the circumstances.
(3) Service of process of the application under subsection (1) 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 that notice of the action be provided to other persons specified by the court and permit the other persons to intervene in the action.
(4) 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 the defective corporate action should not be effective or should be effective only on certain conditions must be brought within 120 days of the validation effective time.
History: En. Sec. 26, Ch. 271, L. 2019.
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