21-218.02. Defective corporate actions.(MBCA 1.46) (a) A defective corporate action shall not be void or voidable if ratified in accordance with section 21-218.03 or validated in accordance with section 21-218.08.(b) Ratification under section 21-218.03 or validation under section 21-218.08 shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with sections 21-218.01 to 21-218.08 shall not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, nor shall it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.(c) In the case of an overissue, putative shares shall be valid shares effective as of the date originally issued or purportedly issued upon:(1) The effectiveness under sections 21-218.01 to 21-218.08 and under sections 21-2,150 to 21-2,160 of an amendment to the articles of incorporation authorizing, designating, or creating such shares; or(2) The effectiveness of any other corporate action under sections 21-218.01 to 21-218.08 ratifying the amendment to the articles of incorporation authorizing, designating, or creating such shares; or(2) The effectiveness of any other corporate action under sections 21-218.01 to 21-218.08 ratifying the authorization, designation, or creation of such shares.Source Laws 2020, LB808, § 4.
Nebraska Legal Code