Title 30 — CORPORATIONS

30-1512. Criminal penalties. (1) Any person who willfully violates: (a) Any provision of this chapter; or (b) Any rule or order of the director under this chapter shall, upon conviction, be fined not more than twenty-five thousand dollars ($25,000) or imprisoned for not more than…

30-1513. Administration — Rules and forms. (1) The administration of the provisions of this chapter shall be under the general supervision and control of the director. The director may from time to time make, amend and rescind such rules and forms as are necessary to carry out th…

30-1514. Cooperation with other agencies. To encourage uniform application and interpretation of the provisions of this chapter and securities regulation and enforcement in general, the director and the employees of the director may cooperate, including bearing the expense of the…

30-1515. Consent to service of process. When a person including a nonresident of this state, engages in conduct prohibited or made actionable by the provisions of this chapter or any rule or order of the director, such conduct shall constitute the appointment of the director and …

30-1516. Scope. (1) Sections 30-1502, 30-1505 and 30-1506, Idaho Code, apply to persons who sell or offer to sell when: (a) An offer to sell is made in this state, or (b) An offer to buy is made and accepted in this state. (2) Sections 30-1502, 30-1505 and 30-1506, Idaho Code, ap…

30-1517. Procedure for entry of an order. (1) The director shall commence an administrative proceeding under this chapter by entering either a notice of intent to do a contemplated act or a summary order. The notice of intent or summary order may be entered without notice, withou…

30-1518. Judicial review of orders. Any person aggrieved by a final order of the director may obtain judicial review of the order pursuant to the provisions of chapter 52, title 67, Idaho Code.

30-1519. Pleading exemptions. It shall not be necessary to negative any of the exemptions in this chapter in any complaint, information or indictment, or any writ or proceeding brought under this chapter, and the burden of proof of any such exemption shall be upon the party claim…

30-1520. Short title. This chapter shall be known and may be cited as the "Idaho Commodity Code."

30-1601. Definitions. In this chapter the following terms have the meaning specified: (1) "Acquiring person" means a person that makes or proposes to make a control share acquisition. If two (2) or more persons act as a partnership, limited partnership, syndicate or other group p…

30-1602. Duties of director. In discharging the duties of the position of director of an issuing public corporation, a director, in considering the best interests of the corporation, shall consider the long-term as well as the short-term interests of the corporation and its share…

30-1603. Application. (1) The provisions of this chapter shall not apply to a control share acquisition if: (a) The acquiring person was an acquiring person on, or became an acquiring person pursuant to a tender offer commenced prior to, the day following the effective date of th…

30-1604. Information statement. (1) An acquiring person shall deliver to the issuing public corporation at its principal executive office an information statement containing all the following: (a) The identity of the acquiring person, including the identity of each member of any …

30-1605. Meeting of shareholders. If the acquiring person so requests in writing at the time of delivery of an information statement pursuant to section 30-1604, Idaho Code, and has made, or has made a bona fide written offer to make, a control share acquisition and gives a writt…

30-1606. Financing. No call of a special meeting of the shareholders of the issuing public corporation is required to be made pursuant to section 30-1605, Idaho Code, and no consideration of the voting rights to be accorded to shares referred to in section 30-1603(2), Idaho Code,…

30-1607. Voting rights. (1) Shares referred to in section 30-1603(2), Idaho Code, acquired in a control share acquisition have the same voting rights as were accorded the shares before the control share acquisition but only if and to the extent approved by a resolution of shareho…

30-1608. Rights of action. (1) An acquiring person, an issuing public corporation and shareholders of an issuing public corporation may sue at law or in equity to enforce the provisions of this chapter. (2) The issuing public corporation may make application to a court of compete…

30-1609. Redemption. (1) Unless otherwise expressly provided in the articles or in bylaws of an issuing public corporation, the issuing public corporation may call for redemption of all but not less than all shares referred to in section 30-1603(2), Idaho Code, acquired in a cont…

30-1610. Scope. (1) Nothing contained in this chapter is intended or shall be construed in any way to limit, modify or restrict an issuing public corporation’s authority to take any action which the directors may appropriately determine to be in furtherance of the protection of t…

30-1611. Jurisdiction. (1) If the jurisdiction under the laws of which the issuing public corporation is organized has adopted or adopts any law comparable to this chapter which imposes limitations on the voting rights of any person in the event that the person acquires or propos…

30-1612. Severability. The provisions of this chapter are hereby declared to be severable and if any provision of this act or the application of such provision to any person or circumstance is declared invalid for any reason, such declaration shall not affect the validity of rema…

30-1613. Election. Any publicly held corporation which meets the requirements specified in section 30-1601(12)(b)(i), (ii) and (iii), Idaho Code, may, by action of its board of directors, adopt an amendment to its bylaws electing to be subject to this chapter, provided such corpo…

30-1614. Short title. This chapter shall be known and may be cited as the "Control Share Acquisition Law."

30-1701. Definitions. In this chapter the following terms have the meaning specified: (1) "Affiliate" means a person that directly or indirectly controls, is controlled by or is under common control with a specified person. (2) "Announcement date," when used in reference to any b…

30-1702. Duties of director. In discharging the duties of the position of director of an issuing public corporation, a director, in considering the best interests of the corporation, shall consider the long-term as well as the short-term interests of the corporation and its share…

30-1703. Exclusions from chapter. The provisions of this chapter shall not apply to an interested shareholder if: (1) The interested shareholder was an interested shareholder on, or became an interested shareholder pursuant to a tender offer commenced prior to, the day following …

30-1704. Business combination with interested shareholder — Approval by directors. (1) Except as provided in section 30-1703, Idaho Code, and notwithstanding any other provisions to the contrary in this title, an issuing public corporation may not engage in any business combinati…

30-1705. Requirements. Except as provided in sections 30-1703 and 30-1704, Idaho Code, and notwithstanding any other provisions to the contrary in this title, an issuing public corporation may not engage at any time in any business combination or vote, consent or otherwise act to…

30-1706. Scope. (1) Nothing contained in this chapter is intended or shall be construed in any way to limit, modify or restrict an issuing public corporation’s authority to take any action which the directors may appropriately determine to be in furtherance of the protection of t…

30-1707. Jurisdiction. (1) If the jurisdiction under the laws of which the issuing public corporation is organized has adopted or adopts any law comparable to this chapter which imposes special requirements applicable to any business combination, and that law contains provisions …

30-1708. Severability. The provisions of this chapter are hereby declared to be severable and if any provision of this act or the application of such provision to any person or circumstance is declared invalid for any reason, such declaration shall not affect the validity of rema…

30-1709. Election. Any publicly held corporation which meets the requirements specified in section 30-1701(11)(b)(i), (ii) and (iii), Idaho Code, may, by action of its board of directors, adopt an amendment to its bylaws electing to be subject to this chapter, provided such corpo…

30-1710. Short title. This chapter shall be known and may be cited as the "Business Combination Law."

30-1901. SHORT TITLE. This act shall be known and may be cited as the "Successor Corporation Asbestos-Related Liability Fairness Act."

30-1902. DEFINITIONS. As used in this section, the following terms shall mean: (1) "Asbestos claim" means any claim, wherever or whenever made, for damages, losses, indemnification, contribution or other relief arising out of, based on, or in any way related to asbestos, includin…

30-1903. Applicability. (1) The limitations in section 30-1904, Idaho Code, shall apply to any successor corporation. (2) The limitations of section 30-1904, Idaho Code, shall not apply to: (a) Worker’s compensation benefits paid by, or on behalf of, an employer to an employee un…

30-1904. limitations on successor asbestos-related liabilities. (1) Except as further limited in subsection (2) of this section, the cumulative successor asbestos-related liabilities of a successor corporation are limited to the fair market value of the total gross assets of the …

30-1905. establishing fair market value of total gross assets. (1) A successor corporation may establish the fair market value of total gross assets for the purpose of the limitations under section 30-1904, Idaho Code, through any method reasonable under the circumstances, includ…

30-1906. Adjustment. (1) Except as provided in subsections (2) through (4) of this section, the fair market value of total gross assets at the time of the merger or consolidation shall increase annually at a rate equal to the sum of: (a) The prime rate as listed in the first edit…

30-1907. Scope of chapter — application. (1) The courts of this state shall construe the provisions of this act liberally with regard to successors. (2) This act shall apply to all asbestos claims filed against a successor on or after the effective date of this act and to any pen…

30-2001. APPLICATION AND EFFECT OF THIS CHAPTER. (1) This chapter may be known and cited as the "Idaho Benefit Corporation Act." (2) This chapter shall be applicable to all benefit corporations. (3) The existence of a provision of this chapter shall not of itself create an implic…

30-2002. DEFINITIONS. In this chapter: (1) "Benefit corporation" means a business corporation that has elected to become subject to this chapter and the status of which as a benefit corporation has not been terminated. (2) "Benefit director" means the director designated as the b…

30-2003. incorporation. A benefit corporation shall be incorporated in accordance with part 2, chapter 29, title 30, Idaho Code, but its articles of incorporation must also state that it is a benefit corporation.

30-2004. election of benefit corporation status. (1) An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain a statement that the corporation is a benefit corporation. In order to be effec…

30-2005. TERMINATION OF STATUS. (1) A benefit corporation may terminate its status as such and cease to be subject to this chapter by amending its articles of incorporation to delete the provision adopting benefit corporation status. In order to be effective, the amendment must b…

30-2006. corporate purposes. (1) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 30-29-301, Idaho Code. (2) The articles of incorporation of a benefit corporation may identify one (1) or more …

30-2007. standard of conduct for directors. (1) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation shall consid…

30-2008. benefit director. (1) The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of any other benefit corporation may, include a director who shall be designated the benefit director, and shall have, in addition to the powe…

30-2009. STANDARD OF CONDUCT FOR OFFICERS. (1) Each officer of a benefit corporation shall consider the interests and factors as provided in section 30-2007, Idaho Code, if the officer has discretion to act with respect to a matter, and it reasonably appears to the officer that t…

30-2010. benefit officer. A benefit corporation may have an officer designated the benefit officer. The benefit officer shall have: (1) The powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided by the byl…