AI-assisted research summary: The district court may dissolve a corporation in specified proceedings, and must first consider alternatives and certain public-interest or member-protection factors.
(a) The district court may dissolve a corporation: (1) In a proceeding by the Attorney General if it is established that: (i) The corporation obtained its articles of incorporation through fraud; (ii) The corporation has continued to exceed or abuse the authority conferred upon it by law; (iii) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (iv) The corporation is a public benefit corporation and is no longer able to carry out its purposes; (2) Except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that: (i) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; (ii) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (iii) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; (iv) The corporate assets are being misapplied or wasted; or (v) The corporation is a public benefit or religious corporation and is no longer able to carry out its purposes; (3) In a proceeding by a creditor if it is established that: (i) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (ii) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) Prior to dissolving a corporation, the district court shall consider whether: (1) There are reasonable alternatives to dissolution; (2) Dissolution is in the public interest, if the corporation is a public benefit corporation; and (3) Dissolution is the best way of protecting the interests of members if the corporation is a mutual benefit corporation. History: Laws 1996, LB 681, § 141.