(a) If a corporation in the process of winding up has both preferred and common shares outstanding, a plan of distribution of the shares, obligations, or securities of another corporation, or of the assets of the corporation, other than money, that is not in accordance with the liquidation rights of the preferred shares as specified in the articles of incorporation may be adopted if approved by the board and by approval of the outstanding shares of each class. The plan may provide that the distribution is in complete or partial satisfaction of the rights of the preferred shareholders upon distribution and liquidation of the assets.
(b) A plan of distribution approved under (a) of this section is binding upon the shareholders except as provided in (c) of this section. The board shall mail notice of the adoption of the plan within 20 days after its adoption to all holders of shares having a liquidation preference.
(c) Shareholders having a liquidation preference who dissent from the plan of distribution are entitled to be paid the amount of their liquidation preference in cash if they file written demand for payment with the corporation within 30 days after the date of mailing of the notice of the adoption of the plan of distribution unless the plan of distribution is abandoned. The demand shall state the number and class of the shares held of record by the shareholder for which the shareholder claims payment.
(d) If a demand for cash payment is filed under (c) of this section, the board in its discretion may abandon the plan without further approval by the outstanding shares and the shareholders shall be entitled to distribution according to their rights and liquidation preferences in the process of winding up.
Structure Alaska Statutes
Title 10. Corporations and Associations
Chapter 06. Alaska Corporations Code
Sec. 10.06.608. Certificate of election: contents, signing, and filing.
Sec. 10.06.610. Revocation of election; contents, signing, and filing of certificate.
Sec. 10.06.613. Effective date of revocation and effect of revocation.
Sec. 10.06.620. Articles of dissolution: contents.
Sec. 10.06.623. Filing of articles of dissolution.
Sec. 10.06.625. Effect of certificate of dissolution.
Sec. 10.06.633. Involuntary dissolution by the commissioner: grounds, procedure, reinstatement.
Sec. 10.06.638. Commencement of commissioner's action; notice; default.
Sec. 10.06.640. Appointment of provisional director upon deadlock.
Sec. 10.06.645. Decree for winding up and dissolution; further judicial relief.
Sec. 10.06.650. Jurisdiction of court.
Sec. 10.06.658. Filing of decree of dissolution.
Sec. 10.06.660. Powers and duties of directors and others in dissolution proceedings.
Sec. 10.06.663. Proceeding to determine identity of directors or to appoint directors.
Sec. 10.06.668. Provision for payment of debt or liability.
Sec. 10.06.670. Distribution in money, property, or securities; installments.