§ 21-274 — Shareholder agreements

(MBCA 7.32) (a) An agreement
among the shareholders of a corporation that complies with this section is
effective among the shareholders and the corporation even though it is inconsistent
with one or more other provisions of the Nebraska Model Business Corporation
Act in that it:
(1) Eliminates the board
of directors or restricts the discretion or powers of the board of directors;
(2) Governs the authorization
or making of distributions whether or not in proportion to ownership of shares,
subject to the limitations in section 21-252 ;
(3) Establishes who shall be directors
or officers of the corporation or their terms of office or manner of selection
or removal;
(4)
Governs, in general or in regard to specific matters, the exercise or division
of voting power by or between the shareholders and directors or by or among
any of them, including use of weighted voting rights or director proxies;
(5) Establishes the terms
and conditions of any agreement for the transfer or use of property or the
provision of services between the corporation and any shareholder, director,
officer, or employee of the corporation or among any of them;
(6) Transfers to one or
more shareholders or other persons all or part of the authority to exercise
the corporate powers or to manage the business and affairs of the corporation,
including the resolution of any issue about which there exists a deadlock
among directors or shareholders;
(7) Requires dissolution of the corporation at the
request of one or more of the shareholders or upon the occurrence of a specified
event or contingency; or
(8)
Otherwise governs the exercise of the corporate powers or the management of
the business and affairs of the corporation or the relationship among the
shareholders, the directors, and the corporation, or among any of them, and
is not contrary to public policy.
(b) An agreement authorized by this section shall
be:
(1)
As set forth (i) in the articles of incorporation or bylaws and approved by
all persons who are shareholders at the time of the agreement or (ii) in a
written agreement that is signed by all persons who are shareholders at the
time of the agreement and is made known to the corporation; and
(2) Subject to amendment
only by all persons who are shareholders at the time of the amendment, unless
the agreement provides otherwise.
(c) The existence of an agreement authorized by this
section shall be noted conspicuously on the front or back of each certificate
for outstanding shares or on the information statement required by subsection
(b) of section 21-247 . If at the time of the agreement the corporation has
shares outstanding represented by certificates, the corporation shall recall
the outstanding certificates and issue substitute certificates that comply
with this subsection. The failure to note the existence of the agreement on
the certificate or information statement shall not affect the validity of
the agreement or any action taken pursuant to it. Any purchaser of shares
who, at the time of purchase, did not have knowledge of the existence of the
agreement shall be entitled to rescission of the purchase. A purchaser shall
be deemed to have knowledge of the existence of the agreement if its existence
is noted on the certificate or information statement for the shares in compliance
with this subsection and, if the shares are not represented by a certificate,
the information statement is delivered to the purchaser at or prior to the
time of purchase of the shares. An action to enforce the right of rescission
authorized by this subsection must be commenced within the earlier of ninety
days after discovery of the existence of the agreement or two years after
the time of purchase of the shares.
(d) An agreement authorized by this section shall
cease to be effective when the corporation becomes a public corporation. If
the agreement ceases to be effective for any reason, the board of directors
may, if the agreement is contained or referred to in the corporation's articles
of incorporation or bylaws, adopt an amendment to the articles of incorporation
or bylaws, without shareholder action, to delete the agreement and any references
to it.
(e)
An agreement authorized by this section that limits the discretion or powers
of the board of directors shall relieve the directors of, and impose upon
the person or persons in whom such discretion or powers are vested, liability
for acts or omissions imposed by law on directors to the extent that the discretion
or powers of the directors are limited by the agreement.
(f) The existence or performance
of an agreement authorized by this section shall not be a ground for imposing
personal liability on any shareholder for the acts or debts of the corporation
even if the agreement or its performance treats the corporation as if it were
a partnership or results in failure to observe the corporate formalities otherwise
applicable to the matters governed by the agreement.
(g) Incorporators or subscribers for
shares may act as shareholders with respect to an agreement authorized by
this section if no shares have been issued when the agreement is made.
(h) Limits, if any, on the
duration of an agreement authorized by this section shall be as set forth
in the agreement. An agreement that became effective when the business corporation
statutes repealed by Laws 2014, LB749, provided for a ten-year limit on duration
of shareholder agreements, unless the agreement provided otherwise, remains
governed by the provisions of such statutes then in effect.

Legislative History

Source: Laws 2014, LB749, § 74.