The bill amends the Minnesota Business Corporation Act to introduce 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 establishes protocols for ratifying such actions and grants corporate boards emergency powers to modify meeting protocols during crises. Additionally, it specifies that certain governance provisions can only be altered through articles or shareholder agreements and mandates that corporate affairs be managed under the board's direction.

Moreover, the bill outlines the process for ratifying defective corporate acts, including the requirement for shareholder approval under specific conditions and the necessary notice to shareholders. It introduces a certificate of validation for defective acts, allowing for retroactive validation and granting courts the authority to determine the validity of such acts. The bill also enhances shareholder rights by allowing them to inspect corporate records and dissent from corporate actions, while establishing a statute of limitations for challenging defective acts. Furthermore, it provides for the appointment of shareholder representatives in mergers, ensuring better protection of shareholder rights and clarifying obligations related to penalties for non-compliance with merger plans.

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