Legal Question in Business Law in Oregon

Re: Illegally dissolved corporation/nondisclosure

I think what you might be asking is whether individuals who signed a nondisclosure agreement can reveal specific information to third parties to clear themselves of any wrongdoing.

If the information is to the authorities or to a legal body which is charged with oversight or investigation, you probably should go ahead because the information generally will not be distributed beyond what is necessary to investigate further.

However, if you are planning on contacting vendors and other clients or customers in your industry you could be subjecting yourselves to civil liability for revealing information.

I would have a lawyer go through the agreement to see what is covered and carefully word a letter to to the parties concerned to achieve the effect you desire without breaching the nondisclosure agreement.

That being said, sometimes it will cost you more not to breach it (in terms of reputation) than to stick to it (and get sued). Again, so much of this will depend on your careful judgment together with a lawyer's judgment about possibility liability (for disclosure and for not disclosing), it's hard to be general.

Almost every rule has an exception, is this is the exception?

Re: Illegally dissolved corporation/nondisclosure

It depends on the non-disclosure agreement. Defeinitely...if directors do not abide by the non-disclosure and CEO on behalf of the corporation sues the directors...all the things you mentioned can be used against the CEO/corporation.