13-C M.R.S. § 304
This is the official text of 13-C M.R.S. § 304, part of Maine’s M.R.S — part of the compiled statutory law of Maine, published by the state as "M.R.S." Browse the sections below, each linked to its official government source.
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13-C §304. Ultra vires
Official statutory text
1. Corporate action not subject to challenge. Except as provided in subsection 2 , the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2. Corporate action subject to challenge. A corporation's power to act may be challenged: A. In a proceeding by a shareholder against the corporation to enjoin the act; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. In a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative against an incumbent or former director, officer, employee or agent of the corporation; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. In a proceeding by the Attorney General under section 1430 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3. Available remedies in proceeding by shareholder. In a shareholder's proceeding under subsection 2, paragraph A to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2. Corporate action subject to challenge. A corporation's power to act may be challenged: A. In a proceeding by a shareholder against the corporation to enjoin the act; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. In a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative against an incumbent or former director, officer, employee or agent of the corporation; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. In a proceeding by the Attorney General under section 1430 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3. Available remedies in proceeding by shareholder. In a shareholder's proceeding under subsection 2, paragraph A to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
Status: in_force · Read it on the official government site
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