AB 1535: Corporations: dissolutions: separate shareholder agreements.

Existing law governs suits concerning the dissolution of corporations. Under this law, subject to any contrary provision in the articles, in a suit for involuntary dissolution or a proceeding for voluntary dissolution initiated by a shareholder vote representing only 50% of the voting power, the corporation or, if it does not elect to purchase, the holders of 50% or more of the voting power, as purchasing shareholders, may avoid the corporations dissolution and appointment of a receiver by purchasing the plaintiffs or shareholders shares at fair value.

This bill would specify that those contrary provisions in the articles may include a reference to a separate written agreement between 2 or more shareholders pertaining to the purchase of shares.