Oregon § 60.084 Challenges to validity of corporate acts

Oregon Statutes

§ 60.084 — Challenges to validity of corporate acts

Oregon § 60.084

Vol.2

Title 7Corporations and Partnerships

Ch. 60Private Corporations

This text of Oregon § 60.084 (Challenges to validity of corporate acts) is published on Counsel Stack Legal Research, covering Oregon primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Or. Rev. Stat. § 60.084 (2026).

Text

(1)Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(2)A corporation’s power to act may be challenged:

(a)In a proceeding by a shareholder against the corporation to enjoin the act;

(b)In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee or other legal representative against an incumbent or former director, officer, employee or agent of the corporation;

(c)In a proceeding by the Attorney General under ORS 60.661; or

(d)In an action under ORS 60.291.

(3)In a shareholder’s proceeding under subsection (2)(a) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if

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(1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(2) A corporation’s power to act may be challenged:
(a) In a proceeding by a shareholder against the corporation to enjoin the act;
(b) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee or other legal representative against an incumbent or former director, officer, employee or agent of the corporation;
(c) In a proceeding by the Attorney General under ORS 60.661; or
(d) In an action under ORS 60.291.
(3) In a shareholder’s proceeding under subsection (2)(a) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss other than anticipated profits suffered by the corporation or another party because of enjoining the unauthorized act.