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," along with the establishment of emergency powers for corporate boards to modify notice requirements and conduct remote meetings during crises. The bill also outlines a process for ratifying defective corporate acts, ensuring they are not automatically void or voidable due to authorization failures, and specifies circumstances under which shareholder approval is required for such ratifications.

Additionally, the bill enhances shareholder rights and clarifies corporate governance procedures by allowing courts to require notice of actions filed by corporations to specified individuals, establishing a statute of limitations for challenging defective acts, and introducing emergency bylaws. It also provides for the validation of defective acts through a certificate filed with the secretary of state, retroactive effects of ratifications, and remedies for affected parties. Notably, the bill includes provisions for mergers and exchanges, allowing for penalties for non-compliance and the appointment of representatives for shareholders, thereby strengthening their rights and ensuring clearer enforcement mechanisms in corporate transactions.

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