§ 140B.101.Civil Remedies

The injunctive remedies, and they reach the existence of a business rather than its conduct.

A district court may, after making due provision for the rights of innocent persons, enjoin conduct constituting an offense under Section 72.02, 72.03, or 72.04, Penal Code, by appropriate orders and judgments.

The innocent-persons clause comes first for a reason. Dissolving a company or revoking its licence harms employees, creditors and customers who did nothing, and the court must provide for them before it orders any of this.

Five remedies follow. Divestiture of any interest in an enterprise, including real property. Reasonable restrictions on future activities or investments, including prohibiting the defendant from engaging in the same type of endeavor as the enterprise involved. Dissolution or reorganization of an enterprise. Suspension or revocation of a licence, permit, or approval previously granted by any state agency. And forfeiture of a corporate charter or revocation of a foreign corporation’s certificate.

The fourth remedy is the one with no counterpart in the older chapter. A court in this action can strip a professional or occupational licence that a state agency granted, without that agency bringing its own proceeding.

Charter forfeiture carries its own two findings, both required: that the board of directors or a managerial agent, in conducting the affairs of the corporation, authorized or engaged in the offense; and that for the prevention of future criminal activity, the public interest requires the charter forfeited or the certificate revoked.

So a company is not dissolved for what an employee did. The misconduct must reach the board or a managerial agent, and dissolution must be forward-looking rather than punitive.