Sierra v. Goldbelt, Inc.

We conclude that these arguments are unavailing.[11] As Goldbelt argues, ANCSA permits issuing elder stock without consideration.[12] Nothing in the language or history of the statute indicates that Congress intended to limit the power of Native corporations to issue such stock selectively only to elders who continue to own original shares of settlement common stock. To the contrary, Congress has expressed its intention that the ANCSA amendments be interpreted to effectuate their purpose in empowering Native corporations to identify and meet the specific needs of particular groups of Natives.[13] To effectively meet the needs of particular groups of Natives as Congress intended, Native corporations must have broad discretion to fashion elder benefit programs that meet the needs of elders. The amendment somewhat limits this discretion by prohibiting benefit programs that would aid “classes of beneficiaries” defined by reference to “place of residence, family, or position as an officer, director, or employee of a Native Corporation.”[14] The class of beneficiaries relevant in this case, defined as elders who owned original shares of stock, does not fall within this statutory restriction. Moreover, in other parts of the ANCSA amendments, Congress has expressly permitted Native corporations to prefer the beneficiary class of original shareholders–further rebutting Sierra’s suggestion that Goldbelt’s preference for original shareholding elders was not authorized under the statute.[15]As to including elders who are no longer shareholders in the beneficiary class, we conclude that this too was properly within Goldbelt’s statutory discretion. One purpose of the ANCSA amendments was to permit stock to be issued to a new generation of Natives or Native elders.[16] Because ANCSA contemplated issuing shares to Natives who had not been among the original shareholders, ANCSA necessarily conflicts with traditional corporate law requiring that only current shareholders benefit.[17] Goldbelt correctly argues that “[i]ssuance of such stock would be an impermissible gift, were it not for the overriding provisions of ANCSA.” Alaska Statute 10.06.353 provides that shares may not be issued until they are fully paid for, but 43 U.S.C. § 1606(g)(2)(C)(ii) preempts that provision. Alaska’s corporation code expressly provides for preemption by ANCSA.[18]In short, ANCSA authorized issuance of elder stock on these terms even though they would otherwise conflict with Alaska’s corporation code. We conclude that, if Goldbelt’s shareholders authorized issuance of the elder stock, Goldbelt’s elder stock program was permitted under ANCSA and is therefore permitted under Alaska law.

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Adds precedent that influences how ANCSA corporations, regulators, and shareholders interpret governance rights and remedies.