29-2307. Ineffectiveness of interest exchange due to law of foreign jurisdiction

A. If a statement of interest exchange is filed with the appropriate filing authority and the interest exchange is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2301, subsection B, the interest exchange is ineffective. A statement of ineffectiveness of interest exchange must be signed on behalf of the domestic acquired entity on behalf of which the statement of interest exchange was signed and must be delivered for filing with the appropriate filing authority to reflect that ineffectiveness in the public record.

B. The statement of ineffectiveness of interest exchange must contain each of the following:

1. The name of the domestic acquired entity that attempted the interest exchange.

2. The date on which the statement of interest exchange was filed.

3. A statement that the interest exchange was ineffective because it was not authorized by the law of the relevant foreign jurisdiction.

C. The domestic acquired entity that attempted the interest exchange is responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted interest exchange unless the entity establishes that the obligation was not incurred in good faith.

D. If they were acting in good faith, the domestic acquired entity that attempted the interest exchange and its interest holders, governors or other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective interest exchange under any law of this state pertaining to:

1. The filing of a false or otherwise misleading or inaccurate document.

2. The making of a false or otherwise misleading or inaccurate statement.

3. Any similar matter.