Utah Code 16-10a-1902. Shareholder cause of action

16-10a-1902. Shareholder cause of action — Relief.

(1)	A shareholder of a closely held corporation who is injured by oppressive conduct may bring a private cause of action against the closely held corporation.

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.
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. See Utah Code 16-10a-1901
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)

(a)	If a court finds that oppressive conduct toward the shareholder occurred, the court shall order one or more persons described in Subsection (2)(b) to purchase the injured shareholder’s shares in the closely held corporation at fair value.

(b)

A court may order that any of the following purchase the shares of the shareholder as described in Subsection (2)(a):

(i)	the closely held corporation;

(ii)	an officer of the closely held corporation;

(iii)

a director of the closely held corporation; or

(iv)	a shareholder of the closely held corporation that is responsible for the oppressive conduct.

Enacted by Chapter 272, 2019 General Session

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