2019 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 060 - Private Corporations
Section 60.291 - Judicial review of corporate action; persons permitted to seek review.
(1)(a) Subject to subsection (2) of this section, a circuit court of this state may:
(A) Determine the validity and effectiveness of a corporate action or a defective corporate action;
(B) Determine the validity and effectiveness of a ratification or approval of a defective corporate action;
(C) Determine the validity of any putative shares;
(D) Order the corporation to conduct a meeting of shareholders for the purposes specified in ORS 60.276 (3) and 60.279; or
(E) Modify or waive any of the provisions specified in ORS 60.276 or 60.279.
(b) In connection with an action under paragraph (a) of this subsection, a court may make any findings or orders and consider any matters the court deems proper under the circumstances.
(2)(a) The following persons may bring an action to have a court make a determination or modification or allow a waiver under subsection (1) of this section:
(A) The corporation or a successor entity to the corporation;
(B) A director of the corporation;
(C) A shareholder or beneficial shareholder of the corporation;
(D) An unrestricted voting trust beneficial owner of the corporation; and
(E) Any other person that claims that a ratification of a defective corporate action substantially and adversely affects the person.
(b) For the purposes of paragraph (a) of this subsection, the persons with the status described in paragraph (a)(C) and (D) of this subsection include persons that had the described status on the date on which the corporation ratified the defective corporate action.
(3) A person may serve process on the corporation in an action under this section in accordance with the manner appropriate for service of process specified under the laws of this state. The court may proceed to adjudicate the action without joining another party, but if the corporation brings the action, the court may require the corporation to provide notice to other persons the court specifies and may permit other persons to intervene in the action.
(4)(a) A person must bring, within 120 days after the later of the effective date of validation or the date of the notice that a corporation gives under ORS 60.279 or 60.282, as applicable, any action that claims that a ratification of a defective corporate action is not valid or effective or that putative shares a corporation issues are not valid or effective, or that the defective corporate action or putative shares are valid or effective only under certain conditions.
(b) A person’s failure to contact a corporation to determine the calendar date by which the person must bring an action under this section does not eliminate or extend the 120-day period specified in paragraph (a) of this subsection. [2019 c.325 §9]
