This bill amends the Minnesota Business Corporation Act by introducing new definitions and provisions aimed at improving corporate governance and addressing defective corporate acts. Key insertions include definitions for terms such as "defective corporate act," "emergency," and "valid shares," which clarify the conditions under which corporate actions may be considered void or voidable. The bill also outlines emergency powers for corporate boards, allowing for more flexible meeting protocols during crises. Additionally, it modifies existing provisions regarding board powers and management, emphasizing that corporate affairs must be managed under the board's direction and that certain statutory provisions can only be altered through specific agreements.

Furthermore, the bill establishes detailed processes for the ratification of defective corporate acts, including requirements for shareholder approval and notice, as well as quorum and voting standards. It mandates the filing of a certificate of validation with the secretary of state for any defective acts that require such a filing and allows for retroactive validation of these acts. The bill also introduces emergency bylaws, clarifies the authority of boards, and enhances shareholder rights, including the right to inspect corporate records and conditions for dissenting shareholders. Additionally, it provides new remedies for shareholders in mergers or exchanges, including penalties for non-compliance and the appointment of representatives to act on behalf of shareholders, ensuring their rights are protected throughout the process.

Statutes affected:
Introduction: 302A.011, 302A.111, 302A.161, 302A.181, 302A.201, 302A.237, 302A.361, 302A.461, 302A.471, 302A.611