Minnesota 2025-2026 Regular Session

Minnesota House Bill HF747 Compare Versions

Only one version of the bill is available at this time.

Old	New	Differences
1	1	1.1 A bill for an act
2	2	1.2 relating to business organizations; modifying the Minnesota Business Corporation
3	3	1.3 Act; amending Minnesota Statutes 2024, sections 302A.011, subdivision 41, by
4	4	1.4 adding subdivisions; 302A.111, subdivision 2; 302A.161, by adding a subdivision;
5	5	1.5 302A.181, by adding a subdivision; 302A.201, subdivision 1; 302A.237, by adding
6	6	1.6 a subdivision; 302A.361; 302A.461, subdivision 4; 302A.471, subdivisions 1, 3;
7	7	1.7 302A.611, by adding a subdivision; proposing coding for new law in Minnesota
8	8	1.8 Statutes, chapter 302A.
9	9	1.9BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
10	10	1.10 Section 1. Minnesota Statutes 2024, section 302A.011, subdivision 41, is amended to
11	11	1.11read:
12	12	1.12 Subd. 41.Beneficial owner; beneficial ownership.(a) "Beneficial owner," when used
13	13	1.13with respect to shares or other securities, includes, but is not limited to, any person who,
14	14	1.14directly or indirectly through any written or oral agreement, arrangement, relationship,
15	15	1.15understanding, or otherwise, has or shares the power to vote, or direct the voting of, the
16	16	1.16shares or securities or has or shares the power to dispose of, or direct the disposition of, the
17	17	1.17shares or securities, except that:
18	18	1.18 (1) a person shall not be deemed the beneficial owner of shares or securities tendered
19	19	1.19pursuant to a tender or exchange offer made by the person or any of the person's affiliates
20	20	1.20or associates until the tendered shares or securities are accepted for purchase or exchange;
21	21	1.21and
22	22	1.22 (2) a person shall not be deemed the beneficial owner of shares or securities with respect
23	23	1.23to which the person has the power to vote or direct the voting arising solely from a revocable
24	24	1.24proxy given in response to a proxy solicitation required to be made and made in accordance
25	25	1.25with the applicable rules and regulations under the Securities Exchange Act of 1934 and is
26	26	1Section 1.
27	27	REVISOR RSI/HL 25-0141701/30/25
28	28	State of Minnesota
29	29	This Document can be made available
30	30	in alternative formats upon request
31	31	HOUSE OF REPRESENTATIVES
32	32	H. F. No. 747
33	33	NINETY-FOURTH SESSION
34	34	Authored by Niska02/13/2025
35	35	The bill was read for the first time and referred to the Committee on Commerce Finance and Policy 2.1not then reportable under that act on a Schedule 13D or comparable report, or, if the
36	36	2.2corporation is not subject to the rules and regulations under the Securities Exchange Act of
37	37	2.31934, would have been required to be made and would not have been reportable if the
38	38	2.4corporation had been subject to the rules and regulations.
39	39	2.5 (b) "Beneficial ownership" includes, but is not limited to, the right to acquire shares or
40	40	2.6securities through the exercise of options, warrants, or rights, or the conversion of convertible
41	41	2.7securities, or otherwise. The shares or securities subject to the options, warrants, rights, or
42	42	2.8conversion privileges held by a person shall be deemed to be outstanding for the purpose
43	43	2.9of computing the percentage of outstanding shares or securities of the class or series owned
44	44	2.10by the person, but shall not be deemed to be outstanding for the purpose of computing the
45	45	2.11percentage of the class or series owned by any other person. A person shall be is deemed
46	46	2.12the beneficial owner of shares and securities beneficially owned by: (1) any relative or
47	47	2.13spouse of the person or any relative of the spouse, residing in the home of the person,; (2)
48	48	2.14any trust or estate in which the person (i) owns ten percent or more of the total beneficial
49	49	2.15interest of the trust or estate, or (ii) serves as trustee or executor or in a similar fiduciary
50	50	2.16capacity, for the trust or estate; (3) any organization in which the person owns ten percent
51	51	2.17or more of the equity,; and (4) any affiliate of the person.
52	52	2.18 (c) When two or more persons act or agree to act as a partnership, limited partnership,
53	53	2.19syndicate, or other group for the purposes of acquiring, owning, or voting shares or other
54	54	2.20securities of a corporation, all members of the partnership, syndicate, or other group are
55	55	2.21deemed to constitute a "person" and to have acquired beneficial ownership, as of the date
56	56	2.22they first so act or agree to act together, of all shares or securities of the corporation
57	57	2.23beneficially owned by the person.
58	58	2.24 Sec. 2. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision
59	59	2.25to read:
60	60	2.26 Subd. 72.Defective corporate act."Defective corporate act" means an overissue, an
61	61	2.27election or appointment of directors that is void or voidable due to a failure of authorization,
62	62	2.28or an act or transaction purportedly taken by or on behalf of the corporation that is and, at
63	63	2.29the time the act or transaction was purportedly taken, would have been within the
64	64	2.30corporation's power under section 302A.101 but is void or voidable due to a failure of
65	65	2.31authorization.
66	66	2Sec. 2.
67	67	REVISOR RSI/HL 25-0141701/30/25 3.1 Sec. 3. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision
68	68	3.2to read:
69	69	3.3 Subd. 73.Emergency."Emergency" means a situation during which it is impracticable
70	70	3.4for the corporation to conduct the corporation's affairs in accordance with this chapter, the
71	71	3.5articles, the bylaws, or as specified in a notice for the meeting previously given as a result
72	72	3.6of a catastrophic event or condition, including but not limited to an act of nature, an epidemic
73	73	3.7or pandemic, a technological failure or malfunction, a terrorist incident or an act of war, a
74	74	3.8cyber attack, a civil disturbance, or a governmental authority's emergency declaration.
75	75	3.9 Sec. 4. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision
76	76	3.10to read:
77	77	3.11 Subd. 74.Failure of authorization."Failure of authorization" means the failure: (1) to
78	78	3.12authorize or effect an act or transaction in compliance with (i) this chapter, (ii) the articles
79	79	3.13or bylaws, (iii) any plan or agreement to which the corporation is a party, or (iv) the
80	80	3.14disclosure set forth in any proxy or consent solicitation statement, if and to the extent the
81	81	3.15failure renders the act or transaction void or voidable; or (2) of the board or an officer to
82	82	3.16authorize or approve an act or transaction taken by or on behalf of the corporation that
83	83	3.17requires board or officer approval for the act or transaction's due authorization.
84	84	3.18 Sec. 5. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision
85	85	3.19to read:
86	86	3.20 Subd. 75.Overissue."Overissue" means the purported issuance of: (1) shares of a class
87	87	3.21or series in excess of the number of shares of the class or series the corporation has the
88	88	3.22power under the articles to issue under section 302A.401, subdivision 1, at the time of the
89	89	3.23issuance; or (2) shares of any class or series that are not then authorized for issuance by the
90	90	3.24articles.
91	91	3.25 Sec. 6. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision
92	92	3.26to read:
93	93	3.27 Subd. 76.Putative shares."Putative shares" means shares, including shares issued upon
94	94	3.28exercise of rights to purchase, in each case, that were created or issued pursuant to a defective
95	95	3.29corporate act, that: (1) but for a failure of authorization, would constitute valid shares; or
96	96	3.30(2) the board is unable to determine are valid shares.
97	97	3Sec. 6.
98	98	REVISOR RSI/HL 25-0141701/30/25 4.1 Sec. 7. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision
99	99	4.2to read:
100	100	4.3 Subd. 77.Time of defective corporate act."Time of defective corporate act" means
101	101	4.4the date and time at which the defective corporate act was purportedly taken.
102	102	4.5 Sec. 8. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision
103	103	4.6to read:
104	104	4.7 Subd. 78.Validation effective time."Validation effective time," with respect to a
105	105	4.8defective corporate act ratified under section 302A.166 or 302A.167, means the latest of:
106	106	4.9 (1) the time when a defective corporate act submitted to shareholders for approval under
107	107	4.10section 302A.166, subdivision 4, is approved by shareholders or, if no vote of the
108	108	4.11shareholders is required to approve the ratification of the defective corporate act, immediately
109	109	4.12following the time when the board adopts the resolutions required under section 302A.166,
110	110	4.13subdivision 2 or 3;
111	111	4.14 (2) if no certificate of validation must be filed under section 302A.166, subdivision 6,
112	112	4.15the time, if any, specified by the board of directors in the resolutions adopted under section
113	113	4.16302A.166, subdivision 2 or 3, provided the time specified by the board of directors does
114	114	4.17not precede the time when the resolutions are adopted; or
115	115	4.18 (3) the time when any certificate of validation filed under section 302A.166, subdivision
116	116	4.196, is filed with the secretary of state.
117	117	4.20 Sec. 9. Minnesota Statutes 2024, section 302A.011, is amended by adding a subdivision
118	118	4.21to read:
119	119	4.22 Subd. 79.Valid shares."Valid shares" means shares that have been duly authorized
120	120	4.23and validly issued as required under this chapter.
121	121	4.24 Sec. 10. Minnesota Statutes 2024, section 302A.111, subdivision 2, is amended to read:
122	122	4.25 Subd. 2.Statutory provisions that may be modified only in articles or in a
123	123	4.26shareholder control agreement.The following provisions govern a corporation unless
124	124	4.27modified in the articles or in a shareholder control agreement under section 302A.457:
125	125	4.28 (a) a corporation has general business purposes (section 302A.101);
126	126	4.29 (b) a corporation has perpetual existence and certain powers (section 302A.161);
127	127	4Sec. 10.
128	128	REVISOR RSI/HL 25-0141701/30/25 5.1 (c) the power to adopt, amend, or repeal the bylaws is vested in the board (section
129	129	5.2302A.181);
130	130	5.3 (d) a corporation must allow cumulative voting for directors (section 302A.215,
131	131	5.4subdivision 2);
132	132	5.5 (e) the affirmative vote of a majority of directors present is required for an action of the
133	133	5.6board (section 302A.237);
134	134	5.7 (f) a written action by the board taken without a meeting must be signed by all directors
135	135	5.8(section 302A.239);
136	136	5.9 (g) the board may authorize the issuance of securities and rights to purchase securities
137	137	5.10(section 302A.401, subdivision 1);
138	138	5.11 (h) all shares are common shares entitled to vote and are of one class and one series
139	139	5.12(section 302A.401, subdivision 2, clauses (a) and (b));
140	140	5.13 (i) all shares have equal rights and preferences in all matters not otherwise provided for
141	141	5.14by the board (section 302A.401, subdivision 2, clause (b));
142	142	5.15 (j) the par value of shares is fixed at one cent per share for certain purposes and may be
143	143	5.16fixed by the board for certain other purposes (section 302A.401, subdivision 2, clause (c));
144	144	5.17 (k) the board or the shareholders may issue shares for any consideration or for no
145	145	5.18consideration to effectuate share dividends, divisions, or combinations, and determine the
146	146	5.19value of nonmonetary consideration (section 302A.405, subdivision 1);
147	147	5.20 (l) shares of a class or series must not be issued to holders of shares of another class or
148	148	5.21series to effectuate share dividends, divisions, or combinations, unless authorized by a
149	149	5.22majority of the voting power of the shares of the same class or series as the shares to be
150	150	5.23issued (section 302A.405, subdivision 1);
151	151	5.24 (m) a corporation may issue rights to purchase securities whose terms, provisions, and
152	152	5.25conditions are fixed by the board (section 302A.409);
153	153	5.26 (n) a shareholder has certain preemptive rights, unless otherwise provided by the board
154	154	5.27(section 302A.413);
155	155	5.28 (o) the affirmative vote of the holders of a majority of the voting power of the shares
156	156	5.29present and entitled to vote at a duly held meeting is required for an action of the
157	157	5.30shareholders, except where this chapter requires the affirmative vote of a plurality of the
158	158	5.31votes cast (section 302A.215, subdivision 1) or a majority of the voting power of all shares
159	159	5.32entitled to vote (section 302A.437, subdivision 1);
160	160	5Sec. 10.
161	161	REVISOR RSI/HL 25-0141701/30/25 6.1 (p) shares of a corporation acquired by the corporation may be reissued (section
162	162	6.2302A.553, subdivision 1);
163	163	6.3 (q) each share has one vote unless otherwise provided in the terms of the share (section
164	164	6.4302A.445, subdivision 3);
165	165	6.5 (r) a corporation may issue shares for a consideration less than the par value, if any, of
166	166	6.6the shares (section 302A.405, subdivision 2);
167	167	6.7 (s) the board may effect share dividends, divisions, and combinations under certain
168	168	6.8circumstances without shareholder approval (section 302A.402);
169	169	6.9 (t) a written action of shareholders must be signed by all shareholders (section 302A.441);
170	170	6.10 (u) specified amendments of the articles create dissenters' rights (section 302A.471,
171	171	6.11subdivision 1, clause (a)); and
172	172	6.12 (v) shareholders are entitled to vote as a class or series upon proposed amendments to
173	173	6.13the articles in specified circumstances (section 302A.137).; and
174	174	6.14 (w) the corporation's business and affairs must be managed by or under the board's
175	175	6.15direction (section 302A.201).
176	176	6.16 Sec. 11. Minnesota Statutes 2024, section 302A.161, is amended by adding a subdivision
177	177	6.17to read:
178	178	6.18 Subd. 23a.Emergency powers.(a) During an emergency, unless emergency bylaws
179	179	6.19provide otherwise:
180	180	6.20 (1) notice of a meeting of the board must be given only to the directors that are practicable
181	181	6.21to reach and may, if ordinary notice is impracticable or inadvisable due to the emergency,
182	182	6.22be given in any practicable manner; and
183	183	6.23 (2) the officers designated on a list approved by the board of directors before the
184	184	6.24emergency, in the priority order and subject to conditions as may be provided in the board
185	185	6.25resolution approving the list, must, to the extent required to provide a quorum at any meeting
186	186	6.26of the board, be deemed directors for the meeting.
187	187	6.27 (b) During an emergency that makes it impracticable to convene a meeting of shareholders
188	188	6.28in accordance with this chapter, the articles, the bylaws, or as specified in a notice for the
189	189	6.29meeting previously given, unless emergency bylaws provide otherwise, the board may
190	190	6.30postpone a meeting of shareholders for which notice has been given or authorize shareholders
191	191	6.31to participate in a meeting by any means of remote communication that conforms with
192	192	6.32section 302A.436. The corporation must give notice to shareholders, by the means and with
193	193	6Sec. 11.
194	194	REVISOR RSI/HL 25-0141701/30/25 7.1shorter advance notice as are reasonable in the circumstances, of a postponement, including
195	195	7.2any new date, time, or place, and describe any means of remote communication to be used.
196	196	7.3The notice to shareholders by a publicly held corporation may be given solely by means of
197	197	7.4a document publicly filed by the corporation with the Securities and Exchange Commission
198	198	7.5pursuant to the rules and regulations under the Securities Exchange Act of 1934, United
199	199	7.6States Code, title 15, section 78a, et seq.
200	200	7.7 (c) A corporate action taken in good faith under this subdivision during an emergency
201	201	7.8to further the business and affairs of the corporation binds the corporation.
202	202	7.9 Sec. 12. [302A.166] DEFECTIVE CORPORATE ACTS AND SHARES;
203	203	7.10RATIFICATION.
204	204	7.11 Subdivision 1.Effect of ratification or validation.Subject to subdivision 7, a defective
205	205	7.12corporate act or putative share is not void or voidable solely as a result of a failure of
206	206	7.13authorization if the defective corporate act or putative share is ratified under this section or
207	207	7.14validated by a court in a proceeding brought under section 302A.167.
208	208	7.15 Subd. 2.Board approval; generally.(a) In order to ratify one or more defective corporate
209	209	7.16acts under this section other than ratifying an election of the first board under subdivision
210	210	7.173, the board must adopt resolutions stating:
211	211	7.18 (1) the defective corporate act or acts to be ratified;
212	212	7.19 (2) the date of each defective corporate act or acts;
213	213	7.20 (3) if the defective corporate act or acts involved the issuance of putative shares, the
214	214	7.21number and type of putative shares issued and the date or dates upon which the putative
215	215	7.22shares were purported to have been issued;
216	216	7.23 (4) the nature of the failure of authorization in respect of each defective corporate act
217	217	7.24to be ratified; and
218	218	7.25 (5) that the board approves ratification of the defective corporate act or acts.
219	219	7.26 (b) The resolutions also may provide that, at any time before the validation effective
220	220	7.27time in respect of a defective corporate act set forth in the resolutions, notwithstanding the
221	221	7.28approval of the ratification of the defective corporate act by shareholders, the board may
222	222	7.29abandon the ratification of the defective corporate act without further action of the
223	223	7.30shareholders.
224	224	7.31 (c) The quorum and voting requirements that apply to the board's ratification of any
225	225	7.32defective corporate act must be the quorum and voting requirements applicable to the type
226	226	7Sec. 12.
227	227	REVISOR RSI/HL 25-0141701/30/25 8.1of defective corporate act proposed to be ratified at the time the board adopts the resolutions
228	228	8.2ratifying the defective corporate act. If the articles or bylaws, any plan or agreement to
229	229	8.3which the corporation was a party, or any provision of this chapter, in each case as in effect
230	230	8.4as of the time of the defective corporate act, require a larger number or portion of directors
231	231	8.5or of specified directors for a quorum to be present or to approve the defective corporate
232	232	8.6act, the larger number or portion of the directors or the specified directors must be required
233	233	8.7for a quorum to be present or to adopt the resolutions to ratify the defective corporate act,
234	234	8.8as applicable; except that the presence or approval of a director elected, appointed, or
235	235	8.9nominated by holders of any class or series of which no shares are outstanding at the time
236	236	8.10the board adopts the resolutions ratifying the defective corporate act, or by any person that
237	237	8.11is no longer a shareholder at the time the board adopts the resolutions ratifying the defective
238	238	8.12corporate act, is not required.
239	239	8.13 Subd. 3.Board approval; election of first board.To ratify a defective corporate act
240	240	8.14in respect of the election of the first board under section 302A.201, subdivision 1, a majority
241	241	8.15of the persons who, at the time the resolutions required by this subdivision are adopted, are
242	242	8.16exercising the powers of directors under claim and color of an election or appointment as
243	243	8.17such may adopt resolutions stating:
244	244	8.18 (1) the name of the person or persons who first took action in the name of the corporation
245	245	8.19as the first board;
246	246	8.20 (2) the earlier of the date on which the persons first took the action or were purported
247	247	8.21to have been elected as the first board; and
248	248	8.22 (3) that the ratification of the election of the person or persons as the first board is
249	249	8.23approved.
250	250	8.24 Subd. 4.Shareholder approval; when required.A defective corporate act ratified
251	251	8.25under subdivision 2 must be submitted to shareholders for approval under subdivision 5,
252	252	8.26unless:
253	253	8.27 (1)(i) no other provision of this chapter, and no provision of the articles or bylaws, or
254	254	8.28of any plan or agreement to which the corporation is a party, requires shareholder approval
255	255	8.29of the defective corporate act to be ratified, either at the time of the defective corporate act
256	256	8.30or at the time the board adopts the resolutions ratifying the defective corporate act under
257	257	8.31subdivision 2, and (ii) the defective corporate act did not result from a failure to comply
258	258	8.32with section 302A.673; or
259	259	8Sec. 12.
260	260	REVISOR RSI/HL 25-0141701/30/25 9.1 (2) as of the adoption of the resolutions of the board under subdivision 2, there are no
261	261	9.2valid shares outstanding and entitled to vote thereon, regardless of whether there then exist
262	262	9.3any putative shares.
263	263	9.4 Subd. 5.Shareholder approval; process.(a) If the ratification of a defective corporate
264	264	9.5act must be submitted to shareholders for approval under subdivision 4, notice of the meeting
265	265	9.6must be given in the manner set forth in section 302A.435 to each holder of valid shares
266	266	9.7and putative shares, whether voting or nonvoting.
267	267	9.8 (b) The notice under this subdivision must be given as follows:
268	268	9.9 (1) in the case of a defective corporate act that did not involve the establishment of a
269	269	9.10record date for notice of or voting at any meeting of shareholders, for written action of
270	270	9.11shareholders in lieu of a meeting, or for any other purpose, to the shareholders of valid
271	271	9.12shares and putative shares, whether voting or nonvoting, as of the time of the defective
272	272	9.13corporate act, other than holders whose identities or addresses cannot be determined from
273	273	9.14the corporation's records; or
274	274	9.15 (2) in the case of a defective corporate act that involved the establishment of a record
275	275	9.16date for notice of or voting at any meeting of shareholders, for written action of shareholders
276	276	9.17in lieu of a meeting, or for any other purpose, to the shareholders of valid shares and putative
277	277	9.18shares, whether voting or nonvoting, as of the record date for notice of or voting at the
278	278	9.19meeting, the record date for written action, or the record date for the other action, as the
279	279	9.20case may be, other than holders whose identities or addresses cannot be determined from
280	280	9.21the corporation's records.
281	281	9.22 (c) The notice must contain a copy of the resolutions adopted by the board under
282	282	9.23subdivision 2 or the information required by subdivision 2, paragraph (a), clauses (1) to (5).
283	283	9.24The notice must include a statement that any claim that the defective corporate act or putative
284	284	9.25shares ratified under this section is void or voidable due to the failure of authorization, or
285	285	9.26that a court should declare in the court's discretion that a ratification in accordance with this
286	286	9.27section is not effective or is effective only on certain conditions, must be brought within
287	287	9.28120 days from the applicable validation effective time.
288	288	9.29 (d) At the meeting, the quorum and voting requirements that apply to ratification of the
289	289	9.30defective corporate act must be the same quorum and voting requirements that apply to the
290	290	9.31type of defective corporate act proposed to be ratified at the time of the approval of the
291	291	9.32ratification, except that:
292	292	9.33 (1) if the articles or bylaws, a plan or agreement to which the corporation was a party,
293	293	9.34or a provision under this chapter in effect as of the time of the defective corporate act requires
294	294	9Sec. 12.
295	295	REVISOR RSI/HL 25-0141701/30/25 10.1a larger number or portion of shares or of any class or series thereof or of specified
296	296	10.2shareholders for a quorum to be present or to approve the defective corporate act, the presence
297	297	10.3or approval of the larger number or portion of stock or of the class or series thereof or of
298	298	10.4the specified shareholders must be required for a quorum to be present or to approve the
299	299	10.5ratification of the defective corporate act, as applicable; except that the presence or approval
300	300	10.6of shares of any class or series of which no shares are outstanding at the time of the approval
301	301	10.7of the ratification, or of any person that is no longer a shareholder at the time of the approval
302	302	10.8of the ratification, is not required; and
303	303	10.9 (2) the approval by shareholders of the ratification of a director's election requires the
304	304	10.10affirmative vote of a plurality of shares present at the meeting and entitled to vote on the
305	305	10.11election of the director in the manner set forth in section 302A.215, except that, if the articles
306	306	10.12or bylaws then in effect or in effect at the time of the defective election require or required
307	307	10.13a larger number or portion of shares or of any class or series thereof or of specified
308	308	10.14shareholders to elect the director, the affirmative vote of the larger number or portion of
309	309	10.15shares or of any class or series thereof or of the specified shareholders must be required to
310	310	10.16ratify the election of the director; except that the presence or approval of shares of any class
311	311	10.17or series of which no shares are outstanding at the time of the approval of the ratification,
312	312	10.18or of any person that is no longer a shareholder at the time of the approval of the ratification,
313	313	10.19is not required.
314	314	10.20 (e) Putative shares, measured as of the adoption by the board of resolutions under
315	315	10.21subdivision 2 and without giving effect to any ratification that becomes effective after the
316	316	10.22adoption, are neither entitled to vote nor counted for quorum purposes in a vote to ratify a
317	317	10.23defective corporate act.
318	318	10.24 Subd. 6.Certificate of validation.(a) If a defective corporate act ratified under this
319	319	10.25section requires under any other section of this chapter a certificate to be filed with the
320	320	10.26secretary of state, and either (1) the certificate requires any change to give effect to the
321	321	10.27defective corporate act in accordance with this section, including a change to the date and
322	322	10.28time of the effectiveness of the certificate, or (2) a certificate was not previously filed with
323	323	10.29respect to the defective corporate act, the corporation must file with the secretary of state
324	324	10.30a certificate of validation with respect to the defective corporate act in lieu of filing the
325	325	10.31certificate otherwise required by this chapter.
326	326	10.32 (b) A separate certificate of validation is required for each defective corporate act that
327	327	10.33requires the filing of a certificate of validation under this section, except that (1) two or
328	328	10.34more defective corporate acts may be included in a single certificate of validation if the
329	329	10.35corporation filed with the secretary of state, or to comply with this chapter would have filed
330	330	10Sec. 12.
331	331	REVISOR RSI/HL 25-0141701/30/25 11.1with the secretary of state, a single certificate under another provision of this chapter to
332	332	11.2effect the acts, and (2) two or more overissues of shares, or of any class or series of shares,
333	333	11.3may be included in a single certificate of validation; provided that the increase in the number
334	334	11.4of authorized shares, or of each class or series, set forth in the certificate of validation is
335	335	11.5effective on the date of the first overissue.
336	336	11.6 (c) The certificate of validation must set forth:
337	337	11.7 (1) that the corporation has ratified one or more defective corporate acts that would have
338	338	11.8required filing with the secretary of state of a certificate under this chapter;
339	339	11.9 (2) that each defective corporate act has been ratified in accordance with this section;
340	340	11.10and
341	341	11.11 (3) the following information:
342	342	11.12 (i) if a certificate was previously filed with the secretary of state under this chapter with
343	343	11.13respect to the defective corporate act and the certificate requires any change to give effect
344	344	11.14to the defective corporate act in accordance with this section, including a change to the date
345	345	11.15and time of the effectiveness of the certificate, the certificate of validation must set forth:
346	346	11.16 (A) the name, title, and filing date of the certificate previously filed and any certificate
347	347	11.17of correction to the certificate previously filed;
348	348	11.18 (B) a statement that a certificate containing all of the information that must be included
349	349	11.19under the applicable section or sections of this chapter to give effect to the defective corporate
350	350	11.20act is attached as an exhibit to the certificate of validation; and
351	351	11.21 (C) the date and time that the certificate is deemed effective pursuant to this section; or
352	352	11.22 (ii) if a certificate was not previously filed with the secretary of state under this chapter
353	353	11.23in respect of the defective corporate act and the defective corporate act ratified pursuant to
354	354	11.24this section would have required under any other section of this chapter the filing with the
355	355	11.25secretary of state of a certificate, the certificate of validation shall set forth:
356	356	11.26 (A) a statement that a certificate containing all of the information required to be included
357	357	11.27under the applicable section or sections of this chapter to give effect to the defective corporate
358	358	11.28act is attached as an exhibit to the certificate of validation; and
359	359	11.29 (B) the date and time that the certificate shall be deemed to have become effective
360	360	11.30pursuant to this section.
361	361	11.31 (d) A certificate attached to a certificate of validation need not be separately executed
362	362	11.32and acknowledged and need not include a statement required by another section under this
363	363	11Sec. 12.
364	364	REVISOR RSI/HL 25-0141701/30/25 12.1chapter that the instrument has been approved and adopted in accordance with the provisions
365	365	12.2of the other section under this chapter.
366	366	12.3 Subd. 7.Retroactive effect.From and after the validation effective time, unless otherwise
367	367	12.4determined in an action brought pursuant to section 302A.167, subject to subdivision 5,
368	368	12.5paragraph (e):
369	369	12.6 (1) each defective corporate act ratified in accordance with this section is no longer
370	370	12.7deemed void or voidable as a result of the failure of authorization described in the resolutions
371	371	12.8adopted under subdivision 2, effective retroactively from the time of the defective corporate
372	372	12.9act; and
373	373	12.10 (2) each share or fraction of a share of putative shares issued or purportedly issued
374	374	12.11pursuant to the defective corporate act is no longer deemed void or voidable, and is deemed
375	375	12.12to be an identical outstanding share or fraction of an outstanding share as of the time the
376	376	12.13share or fraction of a share was purportedly issued.
377	377	12.14 Subd. 8.Postratification notice.(a) Except as provided under paragraph (b), with respect
378	378	12.15to each defective corporate act ratified by the board under subdivision 2 or subdivision 3,
379	379	12.16prompt notice of the ratification must be given to all shareholders of valid shares and putative
380	380	12.17shares, whether voting or nonvoting, as of the date the board adopts the resolutions approving
381	381	12.18the defective corporate act, or as of a date within 60 days after the date of adoption, as
382	382	12.19established by the board. The notice must be sent to the address of the holder as the address
383	383	12.20appears or most recently appeared, as appropriate, on the corporation's records. The notice
384	384	12.21must be given to the shareholders of valid shares and putative shares, whether voting or
385	385	12.22nonvoting, as of the time of the defective corporate act, other than holders whose identities
386	386	12.23or addresses cannot be determined from the records of the corporation. The notice must
387	387	12.24contain a copy of the resolutions adopted under subdivision 2 or the information specified
388	388	12.25under subdivision 2, paragraph (a), clauses (1) to (5), or subdivision 3, clauses (1) to (3),
389	389	12.26as applicable, and a statement that any claim that the defective corporate act or putative
390	390	12.27shares ratified under this section is void or voidable due to the failure of authorization, or
391	391	12.28that a court should declare in the court's discretion that a ratification in accordance with this
392	392	12.29section is not effective or is effective only on certain conditions, must be brought within
393	393	12.30120 days from the latter of the validation effective time or the time at which the notice
394	394	12.31required by this subdivision is given.
395	395	12.32 (b) Notice is not required if notice of the ratification of the defective corporate act is
396	396	12.33given in accordance with subdivision 5 and, in the case of a corporation that has a class of
397	397	12.34shares listed on a national securities exchange, the notice required by this subdivision and
398	398	12Sec. 12.
399	399	REVISOR RSI/HL 25-0141701/30/25 13.1subdivision 5 may be deemed given if disclosed in a document publicly filed by the
400	400	13.2corporation with the Securities and Exchange Commission pursuant to section 13, 14, or
401	401	13.315(d) of the Securities Exchange Act of 1934, as amended, United States Code, title 15,
402	402	13.4section 78a, et seq., and rules and regulations promulgated under the Securities Exchange
403	403	13.5Act of 1934, as amended, or the corresponding provisions of any subsequent United States
404	404	13.6securities laws, rules, or regulations.
405	405	13.7 (c) If a defective corporate act has been approved by shareholders acting pursuant to
406	406	13.8section 302A.441, the notice required by this subdivision may be included in a notice
407	407	13.9required under section 302A.441, subdivision 3. If the notice is given under section
408	408	13.10302A.441, the notice must be sent to the shareholders entitled to the notice under section
409	409	13.11302A.441, subdivision 3, and to all holders of valid shares and putative shares to whom
410	410	13.12notice is required under this subdivision if the defective corporate act had been approved
411	411	13.13at a meeting and the record date for determining the shareholders entitled to notice of the
412	412	13.14meeting had been the date for determining the shareholders entitled to notice under paragraph
413	413	13.15(a) other than any shareholder who approved the written action in lieu of a meeting under
414	414	13.16section 302A.441 or any holder of putative shares who otherwise consented thereto in
415	415	13.17writing.
416	416	13.18 (d) For purposes of this subdivision and subdivision 5 only, notice to holders of putative
417	417	13.19shares, and notice to holders of valid shares and putative shares as of the time of the defective
418	418	13.20corporate act, is treated as notice to holders of valid shares for purposes of sections 302A.435
419	419	13.21and 302A.441.
420	420	13.22Sec. 13. [302A.167] VALIDITY OF DEFECTIVE CORPORATE ACTS AND
421	421	13.23SHARES; PROCEEDINGS.
422	422	13.24 Subdivision 1.When permitted.Subject to subdivision 5, upon application by the
423	423	13.25corporation, a successor entity to the corporation, a member of the board, a shareholder or
424	424	13.26beneficial owner of valid shares or putative shares, a shareholder or beneficial owner of
425	425	13.27valid shares or putative shares as of the time of a defective corporate act ratified pursuant
426	426	13.28to section 302A.166, or other person claiming to be substantially and adversely affected by
427	427	13.29a ratification pursuant to section 302A.166, a court may:
428	428	13.30 (1) determine the validity and effectiveness of any defective corporate act ratified pursuant
429	429	13.31to section 302A.166;
430	430	13.32 (2) determine the validity and effectiveness of the ratification of any defective corporate
431	431	13.33act pursuant to section 302A.166;
432	432	13Sec. 13.
433	433	REVISOR RSI/HL 25-0141701/30/25 14.1 (3) determine the validity and effectiveness of any defective corporate act not ratified
434	434	14.2or not ratified effectively pursuant to section 302A.166;
435	435	14.3 (4) determine the validity of any corporate act or transaction and any shares or rights to
436	436	14.4purchase; and
437	437	14.5 (5) modify or waive any of the procedures set forth in section 302A.166 to ratify a
438	438	14.6defective corporate act.
439	439	14.7 Subd. 2.Remedies.In connection with an action under this section, a court may:
440	440	14.8 (1) declare that a ratification under section 302A.166 is not effective or is only effective
441	441	14.9at a time or upon conditions established by the court;
442	442	14.10 (2) validate and declare effective a defective corporate act or putative shares and impose
443	443	14.11conditions upon the court's validation;
444	444	14.12 (3) require measures to remedy or avoid harm to a person substantially and adversely
445	445	14.13affected by a ratification under section 302A.166 or from a court order pursuant to this
446	446	14.14section, excluding harm that would have resulted if the defective corporate act had been
447	447	14.15valid when approved or effectuated;
448	448	14.16 (4) order the secretary of state to accept an instrument for filing with an effective time
449	449	14.17specified by the court, which may be before or after the time of the order, provided that the
450	450	14.18filing date of the instrument must be determined in accordance with section 302A.011,
451	451	14.19subdivision 11;
452	452	14.20 (5) approve a share register for the corporation that includes any shares ratified or
453	453	14.21validated in accordance with this section or section 302A.166;
454	454	14.22 (6) declare that putative shares are valid shares or require a corporation to issue and
455	455	14.23deliver valid shares in place of any putative shares;
456	456	14.24 (7) order a meeting of holders of valid shares or putative shares and determine the right
457	457	14.25and power of persons claiming to hold valid shares or putative shares to vote at the ordered
458	458	14.26meeting;
459	459	14.27 (8) declare that a defective corporate act validated by a court is effective as of the time
460	460	14.28of the defective corporate act or at another time the court may determine;
461	461	14.29 (9) declare that putative shares validated by a court shall be deemed to be an identical
462	462	14.30share or fraction of a valid share as of the time originally issued or purportedly issued or at
463	463	14.31such other time as the court may determine; and
464	464	14Sec. 13.
465	465	REVISOR RSI/HL 25-0141701/30/25 15.1 (10) make other orders regarding matters as the court deems proper under the
466	466	15.2circumstances.
467	467	15.3 Subd. 3.Service.Service of the application under subdivision 1 upon the registered
468	468	15.4agent of the corporation is deemed to be service upon the corporation, and no other party
469	469	15.5needs to be joined in order for a court to adjudicate the matter. In an action filed by the
470	470	15.6corporation, a court may require notice of the action be provided to other persons specified
471	471	15.7by the court and permit the other persons to intervene in the action.
472	472	15.8 Subd. 4.Considerations.In connection with resolving matters pursuant to subdivisions
473	473	15.91 and 2, a court may consider the following:
474	474	15.10 (1) whether the defective corporate act was originally approved or effectuated with the
475	475	15.11good faith belief that the approval or effectuation was in compliance with the provisions of
476	476	15.12this chapter, the articles, or the bylaws;
477	477	15.13 (2) whether the corporation and board have treated the defective corporate act as a valid
478	478	15.14act or transaction and whether a person has acted in reliance on the public record that the
479	479	15.15defective corporate act was valid;
480	480	15.16 (3) whether any person may be or was harmed by the ratification or validation of the
481	481	15.17defective corporate act, excluding harm that would have resulted if the defective corporate
482	482	15.18act had been valid when approved or effectuated;
483	483	15.19 (4) whether any person is harmed by the failure to ratify or validate the defective corporate
484	484	15.20act; and
485	485	15.21 (5) any other factors or considerations the court deems just and equitable.
486	486	15.22 Subd. 5.Statute of limitations.An action asserting that (1) a defective corporate act or
487	487	15.23putative shares ratified in accordance with section 302A.166 is void or voidable due to a
488	488	15.24failure of authorization identified in the resolution adopted in accordance with section
489	489	15.25302A.166, subdivision 2 or 3, or (2) a court should declare in its discretion that a ratification
490	490	15.26in accordance with section 302A.166 not be effective or be effective only on certain
491	491	15.27conditions, is prohibited from being brought after the expiration of 120 days from the later
492	492	15.28of the validation effective time and the time notice, if any, that is required to be given
493	493	15.29pursuant to section 302A.166, subdivision 8, is given with respect to the ratification; except
494	494	15.30that this subdivision does not apply to an action asserting that a ratification was not
495	495	15.31accomplished in accordance with section 302A.166 or to any person to whom notice of the
496	496	15.32ratification was required to have been given pursuant to 302A.166, subdivision 5 or 8, but
497	497	15.33to whom the notice was not given.
498	498	15Sec. 13.
499	499	REVISOR RSI/HL 25-0141701/30/25 16.1 Sec. 14. Minnesota Statutes 2024, section 302A.181, is amended by adding a subdivision
500	500	16.2to read:
501	501	16.3 Subd. 4.Emergency bylaws.(a) Unless the articles provide otherwise, bylaws may
502	502	16.4contain provisions that are effective only during an emergency. The emergency bylaws may
503	503	16.5contain provisions necessary to manage the corporation during the emergency, including:
504	504	16.6 (1) procedures for calling a meeting of the board;
505	505	16.7 (2) quorum requirements for the meeting;
506	506	16.8 (3) designation of additional or substitute directors; and
507	507	16.9 (4) procedures for the board to determine the duration of an emergency.
508	508	16.10 (b) All provisions of the regular bylaws that are not inconsistent with the emergency
509	509	16.11bylaws remain effective during the emergency.
510	510	16.12 (c) Corporate action taken in good faith in accordance with the emergency bylaws binds
511	511	16.13the corporation.
512	512	16.14Sec. 15. Minnesota Statutes 2024, section 302A.201, subdivision 1, is amended to read:
513	513	16.15 Subdivision 1.Board to manage.The business and affairs of a corporation shall be
514	514	16.16managed by or under the direction of a board, subject to the provisions of subdivision 2 and
515	515	16.17section 302A.457, and except as may be otherwise provided in the articles. If a provision
516	516	16.18is made in the articles: (1) the powers and duties conferred or imposed upon the board of
517	517	16.19directors by this chapter must be exercised or performed to the extent and by the natural
518	518	16.20persons provided in the articles, (2) the directors have no duties, liabilities, or responsibilities
519	519	16.21as directors under this chapter with respect to or arising from the exercise or performance
520	520	16.22of, or from the failure to exercise or perform, the conferred or imposed powers and duties
521	521	16.23by the other persons, and (3) the other persons have all of the duties, liabilities, and
522	522	16.24responsibilities of directors under this chapter with respect to and arising from the exercise
523	523	16.25or performance of, or the failure to exercise or perform, the conferred or imposed powers
524	524	16.26and duties. The members of the first board may be named in the articles or elected by the
525	525	16.27incorporators pursuant to section 302A.171 or by the shareholders.
526	526	16.28Sec. 16. Minnesota Statutes 2024, section 302A.237, is amended by adding a subdivision
527	527	16.29to read:
528	528	16.30 Subd. 3.Agreements and other instruments; authorization.When this chapter requires
529	529	16.31the board to approve or to take other action with respect to an agreement, instrument, plan,
530	530	16Sec. 16.
531	531	REVISOR RSI/HL 25-0141701/30/25 17.1or document, the agreement, instrument, plan, or document may be approved by the board
532	532	17.2in final form or in substantially final form. If the board acts to approve or take other action
533	533	17.3with respect to an agreement, instrument, plan, or document that this chapter requires to be
534	534	17.4filed with the secretary of state or referenced in any certificate filed, the board may, at any
535	535	17.5time after providing the approval or taking other action and prior to the effectiveness of the
536	536	17.6filing with the secretary of state, adopt a resolution ratifying the agreement, instrument,
537	537	17.7plan, or document. The ratification under this subdivision is effective as of the time of the
538	538	17.8original approval or other action by the board and to satisfy any requirement under this
539	539	17.9chapter that the board approve or take other action with respect to the agreement, instrument,
540	540	17.10plan, or document in a specific manner or sequence.
541	541	17.11Sec. 17. Minnesota Statutes 2024, section 302A.361, is amended to read:
542	542	17.12 302A.361 STANDARD OF CONDUCT.
543	543	17.13 Subdivision 1.Standard; liability.An officer shall discharge the duties of an office in
544	544	17.14good faith, in a manner the officer reasonably believes to be in the best interests of the
545	545	17.15corporation, and with the care an ordinarily prudent person in a like position would exercise
546	546	17.16under similar circumstances. A person who so performs those duties is not liable by reason
547	547	17.17of being or having been an officer of the corporation. A person exercising the principal
548	548	17.18functions of an office or to whom some or all of the duties and powers of an office are
549	549	17.19delegated pursuant to section 302A.351 is deemed an officer for purposes of this section
550	550	17.20and sections 302A.467 and 302A.521.
551	551	17.21 Subd. 2.Liability; elimination or limitation.The articles of a corporation may provide
552	552	17.22that an officer's personal liability to the shareholders for monetary damages for breach,
553	553	17.23during the time the corporation is a publicly held corporation, of fiduciary duty as an officer
554	554	17.24may be eliminated or limited. The articles must not eliminate or limit the liability of an
555	555	17.25officer:
556	556	17.26 (1) for any breach of the officer's duty of loyalty to the corporation or the corporation's
557	557	17.27shareholders;
558	558	17.28 (2) for acts or omissions not in good faith or that involve intentional misconduct or a
559	559	17.29knowing violation of law;
560	560	17.30 (3) under section 80A.76;
561	561	17.31 (4) for any transaction from which the officer derived an improper personal benefit;
562	562	17.32 (5) in any action by or in the right of the corporation; or
563	563	17Sec. 17.
564	564	REVISOR RSI/HL 25-0141701/30/25 18.1 (6) for any act or omission occurring prior to the date when the provision in the articles
565	565	18.2eliminating or limiting liability becomes effective.
566	566	18.3 Sec. 18. Minnesota Statutes 2024, section 302A.461, subdivision 4, is amended to read:
567	567	18.4 Subd. 4.Right to inspect.(a) A shareholder, beneficial owner, or a holder of a voting
568	568	18.5trust certificate of a corporation that is not a publicly held corporation has an absolute right,
569	569	18.6upon written demand, to examine and copy, in person or by a legal representative, at any
570	570	18.7reasonable time, and the corporation shall make available within ten days after receipt by
571	571	18.8an officer of the corporation of the written demand:
572	572	18.9 (1) the share register; and
573	573	18.10 (2) all documents referred to in subdivision 2.
574	574	18.11 (b) A shareholder, beneficial owner, or a holder of a voting trust certificate of a
575	575	18.12corporation that is not a publicly held corporation has a right, upon written demand, to
576	576	18.13examine and copy, in person or by a legal representative, other corporate records at any
577	577	18.14reasonable time only if the shareholder, beneficial owner, or holder of a voting trust certificate
578	578	18.15demonstrates a proper purpose for the examination.
579	579	18.16 (c) A shareholder, beneficial owner, or a holder of a voting trust certificate of a publicly
580	580	18.17held corporation has, upon written demand stating the purpose and acknowledged or verified
581	581	18.18in the manner provided in chapter 358, a right at any reasonable time to examine and copy
582	582	18.19the corporation's share register and other corporate records reasonably related to the stated
583	583	18.20purpose and described with reasonable particularity in the written demand upon
584	584	18.21demonstrating the stated purpose to be a proper purpose. The acknowledged or verified
585	585	18.22demand must be directed to the corporation at its registered office in this state or at its
586	586	18.23principal place of business.
587	587	18.24 (d) For purposes of this section, a "proper purpose" is one reasonably related to the
588	588	18.25person's interest as a shareholder, beneficial owner, or holder of a voting trust certificate of
589	589	18.26the corporation.
590	590	18.27 (e) If a corporation or an officer or director of the corporation violates this section, a
591	591	18.28court in Minnesota may, in an action brought by a shareholder, beneficial owner, or a holder
592	592	18.29of a voting trust certificate of the corporation, specifically enforce this section and award
593	593	18.30expenses, including attorney fees and disbursements, to the shareholder, beneficial owner,
594	594	18.31or a holder of a voting trust certificate.
595	595	18Sec. 18.
596	596	REVISOR RSI/HL 25-0141701/30/25 19.1 Sec. 19. Minnesota Statutes 2024, section 302A.471, subdivision 1, is amended to read:
597	597	19.2 Subdivision 1.Actions creating rights.A shareholder of a corporation may dissent
598	598	19.3from, and obtain payment for the fair value of the shareholder's shares in the event of, any
599	599	19.4of the following corporate actions:
600	600	19.5 (a) unless otherwise provided in the articles, an amendment of the articles that materially
601	601	19.6and adversely affects the rights or preferences of the shares of the dissenting shareholder
602	602	19.7in that it:
603	603	19.8 (1) alters or abolishes a preferential right of the shares;
604	604	19.9 (2) creates, alters, or abolishes a right in respect of the redemption of the shares, including
605	605	19.10a provision respecting a sinking fund for the redemption or repurchase of the shares;
606	606	19.11 (3) alters or abolishes a preemptive right of the holder of the shares to acquire shares,
607	607	19.12securities other than shares, or rights to purchase shares or securities other than shares;
608	608	19.13 (4) excludes or limits the right of a shareholder to vote on a matter, or to cumulate votes,
609	609	19.14except as the right may be excluded or limited through the authorization or issuance of
610	610	19.15securities of an existing or new class or series with similar or different voting rights; except
611	611	19.16that an amendment to the articles of an issuing public corporation that provides that section
612	612	19.17302A.671 does not apply to a control share acquisition does not give rise to the right to
613	613	19.18obtain payment under this section; or
614	614	19.19 (5) eliminates the right to obtain payment under this subdivision; or
615	615	19.20 (6) pursuant to section 302A.201, subdivision 1, diminishes or abolishes the board's
616	616	19.21right to manage, or to direct the management of, the corporation's business and affairs;
617	617	19.22 (b) a sale, lease, transfer, or other disposition of property and assets of the corporation
618	618	19.23that requires shareholder approval under section 302A.661, subdivision 2, but not including
619	619	19.24a disposition in dissolution described in section 302A.725, subdivision 2, or a disposition
620	620	19.25pursuant to an order of a court, or a disposition for cash on terms requiring that all or
621	621	19.26substantially all of the net proceeds of disposition be distributed to the shareholders in
622	622	19.27accordance with their respective interests within one year after the date of disposition;
623	623	19.28 (c) a plan of merger, whether under this chapter or under chapter 322C, to which the
624	624	19.29corporation is a constituent organization, except as provided in subdivision 3, and except
625	625	19.30for a plan of merger adopted under section 302A.626;
626	626	19Sec. 19.
627	627	REVISOR RSI/HL 25-0141701/30/25 20.1 (d) a plan of exchange, whether under this chapter or under chapter 322C, to which the
628	628	20.2corporation is a party as the corporation whose shares will be acquired by the acquiring
629	629	20.3organization, except as provided in subdivision 3;
630	630	20.4 (e) a plan of conversion is adopted by the corporation and becomes effective;
631	631	20.5 (f) an amendment of the articles in connection with a combination of a class or series
632	632	20.6under section 302A.402 that reduces the number of shares of the class or series owned by
633	633	20.7the shareholder to a fraction of a share if the corporation exercises its right to repurchase
634	634	20.8the fractional share so created under section 302A.423; or
635	635	20.9 (g) any other corporate action taken pursuant to a shareholder vote with respect to which
636	636	20.10the articles, the bylaws, or a resolution approved by the board directs that dissenting
637	637	20.11shareholders may obtain payment for their shares.
638	638	20.12Sec. 20. Minnesota Statutes 2024, section 302A.471, subdivision 3, is amended to read:
639	639	20.13 Subd. 3.Rights not to apply.(a) Unless the articles, the bylaws, or a resolution approved
640	640	20.14by the board otherwise provide, the right to obtain payment under this section does not
641	641	20.15apply to a shareholder of (1) the surviving corporation in a merger with respect to shares
642	642	20.16of the shareholder that are not entitled to be voted on the merger and are not canceled or
643	643	20.17exchanged in the merger or (2) the corporation whose shares will be acquired by the acquiring
644	644	20.18organization in a plan of exchange with respect to shares of the shareholder that are not
645	645	20.19entitled to be voted on the plan of exchange and are not exchanged in the plan of exchange.
646	646	20.20 (b) If a date is fixed according to section 302A.445, subdivision 1, for the determination
647	647	20.21of shareholders entitled to receive notice of and to vote on an action described in subdivision
648	648	20.221, only shareholders as of the date fixed, and beneficial owners as of the date fixed who
649	649	20.23hold through shareholders, as provided in subdivision 2, may exercise dissenters' rights.
650	650	20.24 (c) Notwithstanding subdivision 1, the right to obtain payment under this section, other
651	651	20.25than in connection with a plan of merger adopted under section 302A.613, subdivision 4,
652	652	20.26or 302A.621, is limited in accordance with the following provisions:
653	653	20.27 (1) The right to obtain payment under this section is not available for the holders of
654	654	20.28shares of any class or series of shares that is listed on the New York Stock Exchange, NYSE
655	655	20.29MKT LLC, the Nasdaq Global Market, the NASDAQ Global Select Market, the Nasdaq
656	656	20.30Capital Market, or any successor to any such market any national securities exchange
657	657	20.31registered with the United States Securities and Exchange Commission under Section 6 of
658	658	20.32the Securities Exchange Act of 1934, United States Code, title 15, section 78a, et seq.
659	659	20.33 (2) The applicability of clause (1) is determined as of:
660	660	20Sec. 20.
661	661	REVISOR RSI/HL 25-0141701/30/25 21.1 (i) the record date fixed to determine the shareholders entitled to receive notice of, and
662	662	21.2to vote at, the meeting of shareholders to act upon the corporate action described in
663	663	21.3subdivision 1; or
664	664	21.4 (ii) the day before the effective date of corporate action described in subdivision 1 if
665	665	21.5there is no meeting of shareholders.
666	666	21.6 (3) Clause (1) is not applicable, and the right to obtain payment under this section is
667	667	21.7available pursuant to subdivision 1, for the holders of any class or series of shares who are
668	668	21.8required by the terms of the corporate action described in subdivision 1 to accept for such
669	669	21.9shares anything other than shares, or cash in lieu of fractional shares, of any class or any
670	670	21.10series of shares of a domestic or foreign corporation, or any other ownership interest of any
671	671	21.11other organization, that satisfies the standards set forth in clause (1) at the time the corporate
672	672	21.12action becomes effective.
673	673	21.13Sec. 21. Minnesota Statutes 2024, section 302A.611, is amended by adding a subdivision
674	674	21.14to read:
675	675	21.15 Subd. 1a.Additional remedies; shareholder representatives.A plan of merger or
676	676	21.16exchange may provide:
677	677	21.17 (1) that: (i) a party to the plan that fails to perform the party's obligations under the plan
678	678	21.18in accordance with the terms and conditions of the plan, or that otherwise fails to comply
679	679	21.19with the terms and conditions of the plan, in each case required to be performed or complied
680	680	21.20with prior to the time the merger or exchange becomes effective, or that otherwise fails to
681	681	21.21consummate, or fails to cause the consummation of, the merger or exchange, whether prior
682	682	21.22to a specified date, upon satisfaction or, to the extent permitted by law, waiver of all
683	683	21.23conditions to consummation set forth in the plan or otherwise, is subject, in addition to any
684	684	21.24other remedies available at law or in equity, to penalties or consequences set forth in the
685	685	21.25plan of merger or exchange, which may include an obligation to pay to the other party or
686	686	21.26parties to the plan an amount representing or based on the loss of any premium or other
687	687	21.27economic entitlement the shareholders or holders of rights to purchase of the other party
688	688	21.28would be entitled to receive pursuant to the terms of the plan if the merger or exchange
689	689	21.29were consummated in accordance with the terms of the plan; and (ii) if, pursuant to the
690	690	21.30terms of the plan of merger or exchange, the corporation is entitled to receive payment from
691	691	21.31another party to the plan of any amount representing a penalty or consequence, the
692	692	21.32corporation is entitled to enforce the other party's payment obligation and upon receipt of
693	693	21.33a payment is entitled to retain the amount of the payment received; or
694	694	21Sec. 21.
695	695	REVISOR RSI/HL 25-0141701/30/25 22.1 (2)(i) for the appointment, at or after the time at which the plan of merger or exchange
696	696	22.2is approved by the shareholders of the corporation in accordance with the requirements of
697	697	22.3this chapter, of one or more persons, which may include the surviving or resulting
698	698	22.4organization or any officer, representative, or agent of the surviving or resulting organization,
699	699	22.5as representative of the shareholders or the holders of rights to purchase of the corporation,
700	700	22.6including the shareholders and holders whose shares or rights to purchase must be canceled,
701	701	22.7converted, or exchanged in the merger or exchange and for the delegation to the person or
702	702	22.8persons of the sole and exclusive authority to take action and bring claims on behalf of the
703	703	22.9shareholders and the holders pursuant to the plan, including taking actions and bringing
704	704	22.10claims, including by entering into settlements, as the representative determines to enforce
705	705	22.11the rights of the shareholders and holders under the plan of merger or exchange, on the
706	706	22.12terms and subject to the conditions set forth in the plan; (ii) that an appointment is irrevocable
707	707	22.13and binding on all shareholders and holders from and after the approval of the plan of merger
708	708	22.14or exchange by the requisite vote of shareholders pursuant to this chapter; and (iii) that a
709	709	22.15provision adopted pursuant to this clause may not be amended after the merger or exchange
710	710	22.16has become effective or may be amended only with the consent or approval of persons
711	711	22.17specified in the plan of merger or exchange.
712	712	22Sec. 21.
713	713	REVISOR RSI/HL 25-0141701/30/25