|
10A-2-8.61
Section 10A-2-8.61 Judicial action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A transaction effected or
proposed to be effected by a corporation, or by a subsidiary of the corporation or any other
entity in which the corporation has a controlling interest, that is not a director's conflicting
interest transaction may not be enjoined, set aside, or give rise to an award of damages or
other sanctions, in a proceeding by a shareholder or by or in the right of the corporation,
because a director of the corporation, or any person with whom or which he or she has a personal,
economic, or other association, has an interest in the transaction. (b) A director's conflicting
interest transaction may not be enjoined, set aside, or give rise to an award of damages or
other sanctions, in a proceeding by a shareholder or by or in the right of the corporation,
because the director, or any person with whom or which he...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.61.htm - 1K - Match Info - Similar pages
10A-2-8.60
Section 10A-2-8.60 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. In this division: (1) "Conflicting
interest" with respect to a corporation means the interest a director of the corporation
has respecting a transaction effected or proposed to be effected by the corporation, or by
a subsidiary of the corporation or any other entity in which the corporation has a controlling
interest, if: (i) Whether or not the transaction is brought before the board of directors
of the corporation for action, the director knows at the time of commitment that he or she
or a related person is a party to the transaction or has a beneficial interest in or so closely
linked to the transaction and of the financial significance to the director or a related person
that the interest would reasonably be expected to exert an influence on the director's judgement
if the director were called upon to vote on the transaction; or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.60.htm - 3K - Match Info - Similar pages
10A-2-8.63
Section 10A-2-8.63 Shareholders' action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Shareholders' action
respecting a transaction is effective for purposes of Section 10A-2-8.61(b)(2) if a majority
of the votes entitled to be cast by the holders of all qualified shares were cast in favor
of the transaction after (1) notice to shareholders describing the director's conflicting
interest transactions, (2) provision of the information referred to in subsection (d), and
(3) required disclosure to the shareholders who voted on the transaction, to the extent the
information was not known by them. (b) For purposes of this section, "qualified shares"
means any shares entitled to vote with respect to the director's conflicting interest transaction
except shares that, to the knowledge, before the vote, of the secretary, or other officer
or agent of the corporation authorized to tabulate votes, are beneficially...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.63.htm - 2K - Match Info - Similar pages
10A-2A-1.43
Section 10A-2A-1.43 Qualified director. (a) A "qualified director" is a director
who, at the time action is to be taken under: (1) Section 10A-2A-2.02(b)(6), is not a director
(i) to whom the limitation or elimination of the duty of an officer to offer potential business
opportunities to the corporation would apply, or (ii) who has a material relationship with
any other person to whom the limitation or elimination would apply; (2) Section 10A-2A-7.44,
does not have (i) a material interest in the outcome of the proceeding, or (ii) a material
relationship with a person who has such an interest; (3) Section 10A-2A-8.53 or Section 10A-2A-8.55,
(i) is not a party to the proceeding, (ii) is not a director as to whom a transaction is a
director's conflicting interest transaction or who sought a disclaimer of the corporation's
interest in a business opportunity under Section 10A-2A-8.60, which transaction or disclaimer
is challenged, and (iii) does not have a material relationship with a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.43.htm - 3K - Match Info - Similar pages
27-29-3
Section 27-29-3 Acquisition of control of, or merger with, domestic insurers. (a)(1) No person
other than the issuer shall make a tender offer for or a request or invitation for tenders
of, or enter into any agreement to exchange securities for, seek to acquire, or acquire in
the open market any voting security of a domestic insurer if, after the consummation thereof,
such person would, directly or indirectly, or by conversion or by exercise of any right to
acquire, be in control of such insurer, and no person shall enter into an agreement to merge
with or otherwise to acquire control of a domestic insurer, or any person controlling a domestic
insurer unless, at the time any such offer, request, or invitation is made or any such agreement
is entered into, or prior to the acquisition of such securities if no offer or agreement is
involved such person has filed with the commissioner and has sent to such insurer a statement
containing the information required by this section and such...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-29-3.htm - 17K - Match Info - Similar pages
37-11A-1
Section 37-11A-1 Execution and text of compact. The Governor, on behalf of this state, shall
execute a compact, in substantially the following form, with the State of Mississippi, and
the Legislature approves and ratifies the compact in the form substantially as follows: Northeast
Mississippi - Northwest Alabama Railroad Authority Compact. The contracting states solemnly
agree: Article I. The purpose of this compact is to promote and develop trade, commerce, industry,
and employment opportunities for the public good and welfare in northeast Mississippi and
northwest Alabama through the establishment of a joint interstate authority to acquire certain
railroad properties and facilities which the operator thereof has notified the Interstate
Commerce Commission of an intention to abandon and which are located in any of Franklin, Marion,
or Winston Counties, Alabama or in Alcorn or Tishomingo Counties, Mississippi. Article II.
This compact shall become effective immediately as to the State...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-11A-1.htm - 33K - Match Info - Similar pages
15-22-1.1
Section 15-22-1.1 Interstate Compact for Adult Offender Supervision. Whereas: The Interstate
Compact for the Supervision of Parolees and Probationers was established in 1937, it is the
earliest corrections "compact" established among the states and has not been amended
since its adoption over 62 years ago; Whereas: This compact is the only vehicle for the controlled
movement of adult parolees and probationers across state lines, and it currently has jurisdiction
over more than a quarter of a million offenders; Whereas: The complexities of the compact
have become more difficult to administer, and many jurisdictions have expanded supervision
expectations to include currently unregulated practices such as victim input, victim notification
requirements, and sex offender registration; Whereas: After hearings, national surveys, and
a detailed study by a task force appointed by the National Institute of Corrections, the overwhelming
recommendation has been to amend the document to bring about...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/15-22-1.1.htm - 43K - Match Info - Similar pages
10A-2-8.62
Section 10A-2-8.62 Directors' action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Directors' action respecting
a transaction is effective for purposes of Section 10A-2-8.61(b)(1) if the transaction received
the affirmative vote of a majority, but no fewer than two, of those qualified directors on
the board of directors or on a duly empowered committee of the board who voted on the transaction
after either required disclosure to them, to the extent the information was not known by them,
or compliance with subsection (b); provided that action by a committee is to be effective
only if (1) all its members are qualified directors, and (2) its members are either all the
qualified directors on the board or are appointed by the affirmative vote of a majority of
the qualified directors on the board. (b) If a director has a conflicting interest respecting
a transaction but neither the director nor a related person...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.62.htm - 2K - Match Info - Similar pages
10A-2A-13.40
Section 10A-2A-13.40 Other remedies limited. (a) The legality of a proposed or completed corporate
action described in Section 10A-2A-13.02(a) may not be contested, nor may the corporate action
be enjoined, set aside or rescinded, in a legal or equitable proceeding by a stockholder after
the stockholders have approved the corporate action. (b) Subsection (a) does not apply to
a corporate action that: (1) was not authorized and approved in accordance with the applicable
provisions of: (i) Article 9, 10, 11, or 12 of this chapter or Article 8 of Chapter 1; (ii)
the certificate of incorporation or bylaws; or (iii) the resolution of the board of directors
authorizing the corporate action; (2) was procured as a result of fraud, a material misrepresentation,
or an omission of a material fact necessary to make statements made, in light of the circumstances
in which they were made, not misleading; (3) is an interested transaction, unless it has been
recommended by the board of directors in the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.40.htm - 2K - Match Info - Similar pages
36-18-35
Section 36-18-35 Unlawful influence; conflict of interest; penalties. (a) Any person who confers,
offers, or agrees to confer anything of value upon any director, agent, or employee of the
Alabama Department of Forensic Sciences with the intent that such director's, agent's, or
employee's vote, opinion, judgment, or exercise of discretion or other official action will
thereby be influenced, shall be guilty of a Class B felony. (b) Any director, agent, or employee
of the Alabama Department of Forensic Sciences who shall solicit, accept, or agree to accept
anything of value upon any agreement or understanding that such director's, agent's, or employee's
vote, opinion, judgment, or exercise of discretion or other action as such director, agent,
or employee will thereby be influenced, shall be guilty of a Class B felony. (c) A director,
agent, or employee of the Alabama Department of Forensic Sciences commits the crime of failing
to disclose a conflict of interest if the director, agent,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/36-18-35.htm - 2K - Match Info - Similar pages
|