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Maine Corporation Law & Practice (3rd Edition)

Publication Year: 2015   Publication Type: Practice Guide


The 2015 Third Edition addresses all key developments, statutory and case law, since the 2004 edition, including:

  • Extensive developments in Maine’s involuntary dissolution remedy for minority shareholders, including interpretation of the “oppression” standard by the federal district court (Kaplan v. First Hartford Corporation, 2007); 
  • Application of the “illegality” standard in the context of a corporation with a shareholder agreement (Napp v. Parks Camp, Ltd., 2007); 
  • The use of a mandatory repurchase of the plaintiff minority shareholder’s stock as an “alternative remedy” to dissolution (Kaplan v. First Hartford Corporation, 2007); 
  • Construction of “fair value” in enforcing a buy-out remedy, declining to apply minority or non-marketability discounts (Kaplan v. First Hartford Corporation, 2009); 
  • Deciding the date on which fair value should be determined for purposes of a mandatory buy-out (Kaplan v. First Hartford Corporation, 2009); 
  • Awarding both pre-judgment and post-judgment interest in a mandatory buy-out
    (Kaplan v. First Hartford Corporation, 2009); 
  • Applying the buy-out remedy to shareholders other than the named plaintiff
    (Kaplan v. First Hartford Corporation, 2010); 
  • Case law imposing personal liability on a shareholder where a corporation did business under an assumed name that was not registered (Treadwell v. J.D. Construction Co., 2007); 
  • Case law applying veil piercing principles (State v. Weinschenk, 2005; Advanced Construction Corp. v. Pilecki, 2006);
  • Statutory changes: Extensive developments in the Maine Business Corporation Act since the 2004 edition, including:
  • Statutory clarifications regarding board committees, director liability for distributions made in dissolutions, who may elect or appoint officers and the ability of officers to rely on others
  • New statutory definitions of “qualified directors” (for purposes of derivative actions, director conflicting interest transactions and indemnification advances ) and “public corporation” 
  • New authority for shareholder actions by less than unanimous written consents, so-called “majority consents” 
  • A new safe harbor for “business opportunities” 
  • Authorization of so-called “remote participation” in shareholder meeting 
  • Authority for directors to establish dual, or “bifurcated,” record dates for those shareholders entitled to meeting notices and those entitled to vote 
  • New, modernized provisions on electronic transmissions and electronic notices 
  • Enabling authority for the adoption of so-called “proxy access” bylaws 
  • Expressly authorization of “force the vote” provisions for, e.g., mergers 
  • Clarifying that a right to director or officer indemnification or advances may not be eliminated retroactively.


James B. Zimpritch, Esq.

James B. Zimpritch practiced law for 41 years at Pierce Atwood, LLP, Maine’s largest law firm. He was one of that firm’s principal lawyers involved in corporate and securities law, financing, M&A, and banking and insurance law. He had extensive experience representing emerging companies, family businesses, shareholders, middle market companies, and large publicly-held companies in mergers and acquisitions, shareholder disputes, venture capital and corporate partnering transactions, and general corporate law. He advised boards of directors of public and private companies on fiduciary duties, conflicts of interest, director and officer liabilities, and shareholder disputes.

Mr. Zimpritch served from 2001 to 2014 as Chair of the Maine Bar Association’s Corporate Law Revision Committee, which was responsible for adapting the Model Business Corporation Act for use in Maine, commencing with the 2003 enactment of the Maine Business Corporation Act. He served on the ABA’s Corporate Laws Committee, the standing committee responsible for the Model Act, from 1986-1992 and from 2000‑2011. From 2010 to 2014 he served as Secretary of the Committee. He is a past Chair of the Business Law Section of the Maine State Bar Association, and an elected member of the American Law Institute. He has for many years been ranked in the “Star” category in Chambers USA – America’s Leading Business Lawyers, and has been listed for many years in The Best Lawyers in America. He holds an A.B. degree from Dartmouth College and a J.D. from Duke Law School, where he was a member of the Order of the Coif and an editor of the Duke Law Journal.

Testimonial :

“Corporate lawyers in Maine are indebted to Jim Zimpritch for making their professional lives easier.”
- Eric F. Saunders, Bernstein Shur

“The third edition contains well-written and lucid commentary on Maine’s Business Corporation Act and Maine case law in the area that deftly balances the scholarly and the practical.”
- Michael E. High, Drummond Woodsum

“Maine Corporation Law” covers thoroughly the state of settled corpora¬tion law in Maine, and predicts how unsettled issues will be resolved.”
- Robert S. Frank, Senior Vice President and General Counsel, MaineHealth and Maine Medical Center

Table of Contents:

 About The Author
Chapter 1 Overview and General Provisions
Chapter 2 Organization of Corporations
Chapter 3 Purposes and Powers
Chapter 4 Corporate Names
Chapter 5 Office and Clerk
Chapter 6 Corporate Finance
Chapter 7 Shareholders
Chapter 8 Directors & Officers
Chapter 9 Domestications and Conversions
Chapter 10 Amendments To Articles of Incorporation and Bylaws
Chapter 11 Mergers and Share Exchanges
Chapter 12 Dispositions of Assets
Chapter 13 Appraisal Rights
Chapter 14 Dissolution
Chapter 15 Foreign Corporations
Chapter 16 Records and Reports
Chapter 17 Applicability and Transition Provisions
 Table of Cases