ORS 60.285
Corrected corporate action
- validity
- effective date
(1)
On and after the date on which a corporation ratifies a defective corporate action under ORS 60.276 (Ratification by board of directors) or validates a defective corporate action under ORS 60.288 (Articles of validation), the defective corporate action becomes a corrected corporate action and, notwithstanding the 120-day period provided in ORS 60.291 (Judicial review of corporate action) for challenges to the ratification:(a)
A corrected corporate action is not void or voidable and is effective as of the date of the defective corporate action.(b)
A putative share or a fraction of a putative share, the issuance of which a corrected corporate action ratifies or validates, is not void or voidable and is a valid share or fraction of a share that is effective as of the date of the putative share’s issuance.(c)
A defective corporate action that results directly or indirectly from a previous defective corporate action, or a corporate action that a corporation takes in reliance on the previous defective corporate action, is valid and effective as of the date the corporation took the corporate action or the defective corporate action if the corporation ratified the previous defective corporate action under ORS 60.276 (Ratification by board of directors) or validated the previous defective corporate action under ORS 60.288 (Articles of validation).(2)
A corporation’s ratification, validation or other approval of a corporate action under ORS 60.270 (Definitions for ORS 60.270 to 60.291) to 60.291 (Judicial review of corporate action) and a determination, finding, order or judgment in a proceeding under ORS 60.291 (Judicial review of corporate action) does not affect a cause of action or remedy, other than a cause of action or remedy under ORS 60.291 (Judicial review of corporate action), that relates to the corporate action or the corporation’s ratification, validation or other approval of the corporate action under ORS 60.270 (Definitions for ORS 60.270 to 60.291) to 60.291 (Judicial review of corporate action). [2019 c.325 §7]
Source:
Section 60.285 — Corrected corporate action; validity; effective date, https://www.oregonlegislature.gov/bills_laws/ors/ors060.html.
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