North Carolina’s General Assembly approved significant changes to the state’s Business Corporation Act during the 2018 session, including the new Part on Ratification of Defective Corporate Actions and substantial changes to law regarding corporate mergers and directors. Changes include:
- Appraisal Rights: Appraisal rights are now provided to shareholders with non-voting shares. Shareholders intending to demand appraisal rights must give the corporation notice of that intent before the proposed corporate action becomes effective.
- Articles of Incorporation: Articles of incorporation may include a provision limiting or eliminating any duty of a director, officer or any other person to offer the corporation the right to have or participate in one or more specific classes or categories of business opportunities before the director, officer, or other person pursues that opportunity.
- Defective Corporate Actions: New procedures are enacted by which a corporation can ratify corporate actions taken without proper authorization. Such actions are not void or voidable if they are ratified according to the prescribed procedures.
- Directors—Committees: A board committee may establish a subcommittee to which it can delegate its powers and authority, and authorizes the appointment of alternate committee members for the purpose of taking the place of any absent or disqualified member at a committee or subcommittee meeting.
- Directors—Indemnification: A right of indemnification, or to advances for expenses in effect at the time of an act or omission shall not be eliminated or impaired by an amendment of the articles of incorporation or bylaws or a resolution of the directors or shareholders adopted after the occurrence of the act or omission unless, in the case of a right created under G.S. 55-8-57(a), the provision creating the right and in effect at the time of the act or omission explicitly authorizes the elimination or impairment of the right after the act or omission has occurred.
- Merger: A plan of merger or share exchange may be approved without a shareholder vote if the merger follows a tender offer made on the terms provided in the plan of merger or share exchange, and the offeror acquires enough shares to permit it to approve the merger or share exchange if the matter were submitted to a vote at a meeting of shareholders. A plan of merger may provide for cancellation of shares or interests at the merger closing. The merger of an unincorporated entity with its corporate subsidiary is now permitted without the approval of the subsidiary’s board of directors or shareholders.
These and other changes are captured in the 2019 Edition of North Carolina Laws Governing Business Entities. With up-to-date annotated business entity legislation for North Carolina, as well as other valuable features that make legal research faster and more efficient, this publication is a valuable resource for the legal and business communities in North Carolina and the surrounding region.
All legislative changes made during the 2018 North Carolina legislative session are found in the Table of Sections Affected. An analysis of the legislative changes is also included.
The latest new case notes from state and federal courts interpreting the law have been added to the new edition. In addition, a useful table of fees has also been included to help readers quickly determine required filing fees.
The companion CD-ROM provides 100 North Carolina forms for incorporation/ formation, qualification, mergers, dissolution, and name reservation for all entity types, as well as a listing of forms and contact information for North Carolina’s Business Registration Division of the Department of the Secretary of State.
The book’s expansive index, sequential pagination, and page tabs make finding the information quicker and easier, while larger pages and a clean typeface enhance readability. As with CSC’s other annotated statutory collections, North Carolina Laws Governing Business Entities is also available as an e-book and is part of the LexisNexis Digital Library.
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