10A-5A-9.01
Section 10A-5A-9.01 Direct action by members. (a) Subject to subsection (b), a member may maintain
a direct action against another member or members or the limited liability company, or a series
thereof, to enforce the member's rights and otherwise protect the member's interests, including
rights and interests under the limited liability company agreement or this chapter or arising
independently of the membership relationship. (b) A member maintaining a direct action under
subsection (a) must plead and prove an actual or threatened injury that is not solely the
result of an injury suffered or threatened to be suffered by the limited liability company,
or series thereof. (c)(1) A member may maintain a direct action to enforce a right of a limited
liability company if all members at the time of suit are parties to the action. (2) A member
associated with a series may maintain a direct action to enforce a right of the series if
all members associated with the series at the time of suit...
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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...
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10A-5A-9.02
Section 10A-5A-9.02 Right of derivative action. (a) A member may commence or maintain a derivative
action in the right of a limited liability company to enforce a right of the limited liability
company by complying with this article. (b) A member associated with a series of a limited
liability company may commence or maintain a derivative action in the right of the series
to enforce a right of the series by complying with this article. (Act 2014-144, p. 265, §1.)...

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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-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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10A-5A-9.03
Section 10A-5A-9.03 Standing. (a) A member may commence or maintain a derivative action in
the right of the limited liability company only if the member: (1) fairly and adequately represents
the interests of the limited liability company in enforcing the right of the limited liability
company; and (2) either: (A) was a member of the limited liability company at the time of
the act or omission of which the member complains; or (B) whose status as a member devolved
upon the person by operation of law or pursuant to the terms of the limited liability company
agreement from a person who was a member at the time of the act or omission of which the member
complains. (b) A member associated with a series of a limited liability company may commence
or maintain a derivative action in the right of the series only if the member: (1) fairly
and adequately represents the interests of the series in enforcing the right of the series;
and (2) either: (A) was associated with the series at the time of...
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10A-5A-9.04
Section 10A-5A-9.04 Demand. A member may commence a derivative action in the right of the limited
liability company, or a series thereof, if: (a) the member first makes a written demand upon
the limited liability company or the series, as the case may be, to bring an action to enforce
the right and the limited liability company or the series, as the case may be, does not bring
the action within a reasonable time; or (b) a demand under subsection (a) would be futile.
(Act 2014-144, p. 265, §1.)...
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40-2B-2
Section 40-2B-2 Alabama Tax Tribunal. (a) Statement of Purpose. To increase public confidence
in the fairness of the state tax system, the state shall provide an independent agency with
tax expertise to resolve disputes between the Department of Revenue and taxpayers, prior to
requiring the payment of the amounts in issue or the posting of a bond, but after the taxpayer
has had a full opportunity to attempt settlement with the Department of Revenue based, among
other things, on the hazards of litigation. By establishing an independent Alabama Tax Tribunal
within the executive branch of government, this chapter provides taxpayers with a means of
resolving controversies that insures both the appearance and the reality of due process and
fundamental fairness. The tax tribunal shall provide hearings in all tax matters, except those
specified by statute, and render decisions and orders relating thereto. A tax tribunal hearing
shall be commenced by the filing of a notice of appeal protesting...
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8-19-10
Section 8-19-10 Private right of action. (a) Any person who commits one or more of the acts
or practices declared unlawful under this chapter and thereby causes monetary damage to a
consumer, and any person who commits one or more of the acts or practices declared unlawful
in subdivisions (19) and (20) of Section 8-19-5 and thereby causes monetary damage to another
person, shall be liable to each consumer or other person for: (1) Any actual damages sustained
by such consumer or person, or the sum of $100, whichever is greater; or (2) Up to three times
any actual damages, in the court's discretion. In making its determination under this subsection,
the court shall consider, among other relevant factors, the amount of actual damages awarded,
the frequency of the unlawful acts or practices, the number of persons adversely affected
thereby, and the extent to which the unlawful acts or practices were committed intentionally;
and (3) In the case of any successful action or counterclaim to...
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10A-5A-10.08
Section 10A-5A-10.08 Effect of merger. (a) When a merger becomes effective: (1) the surviving
organization continues or, in the case of a surviving organization created pursuant to the
merger, comes into existence; (2) each constituent organization that merges into the surviving
organization ceases to exist as a separate entity; (3) except as provided in the plan of merger,
all property owned by, and every contract right possessed by, each constituent organization,
or series thereof, that ceases to exist vests in the surviving organization without transfer,
reversion, or impairment and the title to any property and contract rights vested by deed
or otherwise in the surviving organization shall not revert, be in any way impaired, or be
deemed to be a transfer by reason of the merger; (4) all debts, obligations, and other liabilities
of each constituent organization, or series thereof, other than the surviving organization,
are debts, obligations, and other liabilities of the surviving...
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