16-10a-1901.  Definition.
     As used in this part:

(1)  “Oppressive conduct” means a continuing course of conduct, a significant action, or a series of actions that substantially interferes with the interests of a shareholder as a shareholder.

Terms Used In Utah Code 16-10a-1901 v2

  • Articles of incorporation: include :
(a) amended and restated articles of incorporation;
(b) articles of merger; and
(c) a document of a similar import to those described in Subsections (4)(a) and (b). See Utah Code 16-10a-102
  • Bylaws: includes amended bylaws and restated bylaws. See Utah Code 16-10a-102
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Shareholder: means :
    (i) the person in whose name a share is registered in the records of a corporation; or
    (ii) the beneficial owner of a share to the extent recognized pursuant to Section 16-10a-723. See Utah Code 16-10a-102
    (2)  “Oppressive conduct” may include:

    (a)  termination of a shareholder’s employment; or

    (b)  limitations on a shareholder’s employment benefits to the extent that the limitations interfere with distributions or other shareholder interests disproportionately as to the affected shareholder.

    (3)  “Oppressive conduct” does not include an action allowed by an agreement, the corporation‘s articles of incorporation, the corporation’s bylaws, or a consistently applied written corporate policy or procedure.

    Enacted by Chapter 272, 2019 General Session

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