Am. Sub. H.B. No. 379 Summary

• Revises Ohio's corporate law regarding dissenting shareholders, allowing shareholders to seek appraisal rights for certain corporate actions like mergers, consolidations, amendments, and asset sales, with exceptions for publicly traded companies.

• Modifies director fiduciary duties and liability standards, requiring clear and convincing evidence of deliberate intent to cause injury or reckless disregard before finding directors liable for damages.

• Expands corporate indemnification provisions to cover directors, officers, employees, and agents in civil, criminal, and administrative proceedings, with mandatory advancement of defense expenses unless articles specifically opt out.

• Redesigns voluntary dissolution procedures, requiring corporations to provide notice to creditors and claimants with specific deadlines, establish procedures for rejection and security of claims, and maintain corporate status for four years after dissolution for claim resolution.

• Updates corporate mortgage recording requirements to include electric cooperatives and clarifies language regarding advancement of expenses, fiduciary duties for committee service, and liability limitations for limited liability companies.