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10A-9A-9.09
Section 10A-9A-9.09 Applicability to foreign limited partnerships. In any derivative action
in the right of a foreign limited partnership, the right of a person to commence or maintain
a derivative action in the right of a foreign limited partnership, and any matters raised
in the action covered by Sections 10A-9A-9.02 through 10A-9A-9.08, shall be governed by the
law of the jurisdiction under which the foreign limited partnership was formed; except that
any matters raised in the action covered by Sections 10A-9A-9.06, 10A-9A-9.07, and 10A-9A-9.08
shall be governed by the law of this state. (Act 2016-379, §1.)...
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10A-5A-9.09
Section 10A-5A-9.09 Applicability to foreign limited liability companies. In any derivative
action in the right of a foreign limited liability company, or a series thereof, the right
of a person to commence or maintain a derivative action in the right of a foreign limited
liability company, or a series thereof, and any matters raised in the action covered by Sections
10A-5A-9.02 through 10A-5A-9.08 shall be governed by the law of the jurisdiction under which
the foreign limited liability company was formed; except that any matters raised in the action
covered by Sections 10A-5A-9.06, 10A-5A-9.07, and 10A-5A-9.08 shall be governed by the law
of this state. (Act 2014-144, p. 265, §1.)...
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10A-2A-7.48
Section 10A-2A-7.48 Applicability to foreign corporations. In any derivative action in the
right of a foreign corporation, the right of a person to commence or maintain a derivative
action in the right of a foreign corporation, and any matters raised in the action covered
by Sections 10A-2A-7.42 through 10A-2A-7.47, shall be governed by the law of the jurisdiction
under which the foreign corporation was formed; except that any matters raised in the action
covered by Sections 10A-2A-7.45, 10A-2A-7.46, and 10A-2A-7.47 shall be governed by the law
of this state. (Act 2019-94, §1.)...
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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this
chapter, unless otherwise specified or unless the context otherwise requires, the following
terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER
means a person who owns the beneficial interest in stock, which is either a record stockholder
or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by a corporation with the Secretary
of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace
the certificate of incorporation. After an amendment of the certificate...
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8-20-4
Section 8-20-4 Unfair and deceptive trade practices. Notwithstanding the terms, provisions,
or conditions of any dealer agreement or franchise or the terms or provisions of any waiver,
prior to the termination, cancellation, or nonrenewal of any dealer agreement or franchise,
the following acts or conduct shall constitute unfair and deceptive trade practices: (1) For
any manufacturer, factory branch, factory representative, distributor, or wholesaler, distributor
branch, or distributor representative to coerce or attempt to coerce any motor vehicle dealer
to do any of the following: a. To accept, buy, or order any motor vehicle or vehicles, appliances,
equipment, parts, or accessories therefor, or any other commodity or commodities or service
or services which such motor vehicle dealer has not voluntarily ordered or requested except
items required by applicable local, state, or federal law; or to require a motor vehicle dealer
to accept, buy, order, or purchase such items in order to...
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10A-9A-9.02
Section 10A-9A-9.02 Right of derivative action. A partner may commence or maintain a derivative
action in the right of a limited partnership to enforce a right of the limited partnership
by complying with this article. (Act 2016-379, §1.)...
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10A-9A-9.04
Section 10A-9A-9.04 Demand. A partner may commence a derivative action in the right of the
limited partnership, if: (a) the partner first makes a written demand upon general partners
requesting that they cause the limited partnership to bring an action to enforce the right
and the general partners do not bring the action within a reasonable time; or (b) a demand
under subsection (a) would be futile. (Act 2016-379, §1.)...
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10A-9A-9.03
Section 10A-9A-9.03 Standing. A partner may commence or maintain a derivative action in the
right of the limited partnership only if the partner: (1) fairly and adequately represents
the interests of the limited partnership in enforcing the right of the limited partnership;
and (2) either: (A) was a partner of the limited partnership at the time of the act or omission
of which the partner complains; or (B) whose status as a partner devolved upon the person
by operation of law or pursuant to the terms of the partnership agreement from a person who
was a partner at the time of the act or omission of which the partner complains. (Act 2016-379,
§1.)...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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