21-2027 Ultra vires. - Nebraska Statutes

21-2027. Ultra vires.(1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the grounds 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; or(c) In a proceeding by the Attorney General under section 21-20,162.(3) In a shareholder's proceeding under subdivision (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. The court may also award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.(4) Venue for a proceeding under subdivision (2)(a) or (2)(b) of this section shall lie in the district court of the county where the corporation's principal office, or, if none in this state, its registered office, is located. SourceLaws 1995, LB 109, § 27.