AL SB187

Establishes that Alabama law governs internal affairs of domestic entities and limits "oppression/squeeze out" claims exclusively to close corporations under Article 2 of Chapter 30, while codifying that governing authorities may consider but are not bound by practices of other jurisdictions

Overhauls records inspection rights for owners and members, requiring written demands with 10 business days' notice, demonstration of "proper purpose" directly related to the requester's interest, and reasonable particularity in describing records sought; purposes related to active derivative proceedings or adversarial litigation against the entity are explicitly excluded as proper purposes

Grants entities significant discretion over records requests, including authority to redact unrelated portions, impose confidentiality restrictions, protect trade secrets, and deny access to persons who misused information within the preceding two years; removes the previous 10% fair market value penalty for refusal

Creates expedited court review process for denied inspection requests, with entities required to pay the requester's expenses unless they establish a good-faith basis for refusal

Prohibits registered agents from performing duties solely through virtual offices, internet/remote communication, or mail forwarding services

Establishes new safe harbor procedures for conflicting interest transactions, requiring approval by majority vote of at least two qualified directors or qualified membership interests, with detailed disclosure requirements and protection for transactions that are fair to the entity

Creates safe harbor for directors and officers pursuing corporate opportunities if they first bring the opportunity to the corporation's attention and obtain disclaimer from qualified directors or stockholders, or if the duty has been limited via certificate of incorporation

Explicitly prohibits derivative actions in nonprofit corporations under new Section 10A-3A-6.14

Adds certificates of correction and nullification to filing instruments, allowing entities to correct inaccuracies or nullify defective filings with effectiveness generally relating back to the original filing date

Expands proxy access bylaw provisions for business corporations, allowing requirements for minimum ownership duration, information submission, indemnification undertakings, and expense reimbursement conditions based on proportion of votes cast