ANCSA 7(h)(1)(A)(i) does not impose a requirement to hold annual shareholder meetings based on the release of financial reports; entitle a shareholder to automatically or routinely receive dividends without a dividend declaration by the board of directors; and does not incorporate Alaska corporate law to make garden-variety state law claims subject to federal question jurisdiction. Salaries and fees paid to corporation's officers and directors are not "illegal preferred stock" such that payment violates equal treatment rule for payment of dividends. The Small Business Act does not create a private right of action to force Native corporation to pay dividends.
Before the Court at Docket 36 is Kake Tribal Corporation, Jeffrey W. Hills, and Robert D. Mills’s (collectively, “Defendants”) Motion to Dismiss Plaintiff’s First Amended Complaint. Plaintiff Peter Adams, Sr. did not file a response. Also before the court at Docket 37 is Plaintiff’s Motion to Determine Rule of Law in the Case, which addresses many of the same topics raised in Defendants’ motion to dismiss. Defendants responded in opposition at Docket 39, to which Plaintiff replied at Docket 40. Given the overlap, the Court will treat Plaintiff’s motion and reply as an opposition to Defendants’ motion to dismiss. Oral argument was not requested for either motion and was not necessary to the Court’s decision.</p><p>The factual allegations and legal background of this case are set forth in detail in the Court’s June 30, 2021 order at Docket 22 (“June 30 Order”). In short, Plaintiff, a shareholder of Kake Tribal Corporation (“KTC”), alleges that Defendants violated Section 7 of the Alaska Native Claims Settlement Act (“ANCSA” or “the Act”) and the Alaska Corporations Code by failing to conduct and timely disclose financial audits, not holding annual shareholders meetings, failing to distribute dividends, and violating other fiduciary rights and privileges of KTC shareholders, among other claims.</p><p>In the June 30 Order, the Court dismissed without prejudice Plaintiff’s original complaint but granted leave to file an amended complaint consistent with terms of the Court’s order.[1] Plaintiff filed an Amended Complaint for Corporate Governance (“First Amended Complaint” or “FAC”) on August 26, 2021, adding an additional claim under the Small Business Act regulations.[2] The Court now considers Defendants’ motion to dismiss the
Clarifies what shareholder communications and voting-related conduct trigger (or don�t trigger) regulatory and corporate-law requirements. Shapes what shareholders can realistically compel in audits, disclosures, and access to information�core to accountability.