§ 17-16-748 — Shareholder action to appoint custodian or receiver

(a) The district court may appoint one (1) or more persons
to be custodians, or, if the corporation is insolvent, to be
receivers, of and for a corporation in a proceeding by a
shareholder where it is established that:
(i) The directors are deadlocked in the management of
the corporate affairs, the shareholders are unable to break the
deadlock, and irreparable injury to the corporation is
threatened or being suffered; or
(ii) The directors or those in control of the
corporation are acting fraudulently and irreparable injury to
the corporation is threatened or being suffered.
(b) The court:
(i) May issue injunctions, appoint a temporary
custodian or temporary receiver with all the powers and duties
the court directs, take other action to preserve the corporate
assets wherever located, and carry on the business of the
corporation until a full hearing is held;
(ii) Shall hold a full hearing, after notifying all
parties to the proceeding and any interested persons designated
by the court, before appointing a custodian or receiver; and
(iii) Has jurisdiction over the corporation and all
of its property, wherever located.
(c) The court may appoint an individual or domestic or
foreign corporation authorized to transact business in this
state as a custodian or receiver and may require the custodian
or receiver to post bond, with or without sureties, in an amount
the court directs.
(d) The court shall describe the powers and duties of the
custodian or receiver in its appointing order, which may be
amended from time to time. Among other powers:
(i) A custodian may exercise all of the powers of the
corporation, through or in place of its board of directors, to
the extent necessary to manage the business and affairs of the
corporation; and
(ii) A receiver:
(A) May dispose of all or any part of the assets
of the corporation wherever located, at a public or private
sale, if authorized by the court; and
(B) May sue and defend in the receiver's own
name as receiver in all courts of this state.
(e) The court during a custodianship may redesignate the
custodian a receiver, and during a receivership may redesignate
the receiver a custodian, if doing so is in the best interests
of the corporation.
(f) The court from time to time during the custodianship
or receivership may order compensation paid and expense
disbursements or reimbursements made to the custodian or
receiver from the assets of the corporation or proceeds from the
sale of its assets.