Dissolution And Limitations On Distributions To Shareholders
Chapter 5 of the California General Corporation Law imposes specific limitations on distributions to shareholders, as defined in Section 166. When a corporation is wound up and dissolved, whether the dissolution is involuntary under Chapter 18 or voluntary under Chapter 19, the shareholders may receive a distribution of cash or assets. Absent an exception, such distributions would be subject to the limitations in Chapter 5. Section 508, however, provides that "This chapter  does not apply in connection with any proceeding for winding up and dissolution under Chapter 18 or 19". Section 508 does not prohibit application of the Uniform Voidable Transactions Act.
This exception can be explained by the fact that Section 2004 (which applies to both involuntary and voluntary dissolutions) provides for distributions to shareholders only after determining that all the known debts and liabilities of the corporation have been paid or adequately provided for. When this is the case, there is no need for impose the limitations on distributions in Chapter 5, which are largely intended to protect creditors.
Section 2000 of the Corporations Code provides a mechanism for shareholders to avoid an involuntary dissolution or voluntary dissolution initiated by the vote of shareholder(s) representing only 50% of the voting power (the "moving parties"). The statute allows the corporation and then the other shareholders to purchase the shares of the moving parties for cash at "fair value". In Clark v. S&J Adver., Inc., 611 B.R. 669, 682 (2019), it was argued that the purchase of the moving parties shares constituted a distribution subject to Chapter 5. The Bankruptcy Court, however, rejected this argument, citing Section 508.