Establishes procedures for the ratification or validation of defective corporate actions.
Allows a corporation's articles of incorporation or bylaws to contain forum selection provisions with respect to internal corporate proceedings.
Provides that approval of the shareholders of a parent corporation is not required for the transfer of any or all of the parent corporation's property and assets to one or more wholly owned subsidiaries.
Provides that the disposition of all or substantially all of the assets of a subsidiary of a corporation, if not in the usual and regular course of business, is to be treated as a disposition by the parent corporation if the subsidiary constitutes all or substantially all the assets of the parent corporation.
Eliminates the 10-year limit on the duration of voting trust agreements and shareholder agreements.
Provides that a parent corporation owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation may merge itself into the subsidiary without approval of the shareholders of the subsidiary.
From the House Bill Report (SB 5011), written by the Legislature's nonpartisan staff. Read the full report ↗