HF747

HF747 (Legislative Session 94 (2025-2026))

Minnesota Business Corporation Act modified.

Related bill: SF1431

AI Generated Summary

This legislative bill pertains to various amendments to the Minnesota Business Corporation Act. It introduces detailed definitions and procedures around corporate actions, such as how ownership and voting rights are defined and handled, particularly in complex situations like mergers, acquisitions, and emergency scenarios. Key features include defining a "beneficial owner," streamlining processes for addressing defective corporate actions, and detailing the rights and responsibilities during emergencies impacting corporate operations.

The bill also explains procedures for rectifying unauthorized or improperly executed corporate acts, outlining how these can be ratified or validated retrospectively, and what steps should be taken when corporate actions fail to comply with authorization requirements.

In general, the amendments aim to clarify and enhance corporate governance rules, providing clearer guidelines for handling special circumstances and ensuring more robust and transparent corporate management practices.

Bill text versions

Introduction PDF file

Actions

Date	Chamber	Where	Type	Name	Committee Name
February 12, 2025	House	Floor	Action	Introduction and first reading, referred to	Commerce Finance and Policy
March 19, 2025	Senate	Floor	Action	Received from House
February 16, 2025	House	Floor	Action	Author added
March 19, 2025	Senate	Floor	Action	Introduction and first reading
March 19, 2025	Senate	Floor	Action	Referred to	Judiciary and Public Safety
February 23, 2025	House	Floor	Action	Committee report, to adopt and re-refer to	Judiciary Finance and Civil Law
March 26, 2025	Senate	Floor	Action	Comm report: To pass
February 26, 2025	House	Floor	Action	Committee report, to adopt
March 26, 2025	Senate	Floor	Action	Second reading
February 26, 2025	House	Floor	Action	Second reading
March 16, 2025	House	Floor	Action	House rule 1.21, placed on Calendar for the Day
March 16, 2025	House	Floor	Action	Third reading
March 16, 2025	House	Floor	Action	Bill was passed

Citations

[
  {
    "analysis": {
      "added": [
        "New definitions for 'defective corporate act' and related terms, and descriptions of emergency conditions and provisions."
      ],
      "removed": [
        "No removal of existing text noted."
      ],
      "summary": "The bill amends section 302A.011, subdivision 41, to include definitions of terms such as 'beneficial owner' and adds new subdivisions defining 'defective corporate act,' 'emergency,' 'failure of authorization,' 'overissue,' 'putative shares,' and 'time of defective corporate act'.",
      "modified": [
        "Broadened the understanding of 'beneficial owner' and included new conditions under such ownership."
      ]
    },
    "citation": "302A.011"
  },
  {
    "analysis": {
      "added": [
        "Emergency power provisions for boards during emergencies."
      ],
      "removed": [
        "No content removed."
      ],
      "summary": "Section 302A.161 is amended by adding emergency powers provisions that allow for certain flexibilities during emergencies.",
      "modified": [
        "The emergency powers modifications allow boards greater flexibility in managing emergency situations."
      ]
    },
    "citation": "302A.161"
  },
  {
    "analysis": {
      "added": [
        "Allows board actions on agreements and other business documents to be significantly more flexible."
      ],
      "removed": [
        "N/A"
      ],
      "summary": "A new subdivision is added to section 302A.237 which allows for the ratification of agreements or documents related to business actions by a board in a flexible manner.",
      "modified": [
        "Corporate governance regarding board approval has been expanded and clarified."
      ]
    },
    "citation": "302A.237"
  },
  {
    "analysis": {
      "added": [
        "Clarifications on rights of shareholders to obtain payment for shares under specific conditions."
      ],
      "removed": [
        "None specified."
      ],
      "summary": "Amendments to section 302A.471 support shareholder rights in context of dissent and obtaining payment for shares under certain corporate actions.",
      "modified": [
        "Expanded conditions under which shareholders may invoke dissenters' rights and obtain payment."
      ]
    },
    "citation": "302A.471"
  },
  {
    "analysis": {
      "added": [
        "Reference to federal regulations applicable to proxies and corporate governance."
      ],
      "removed": [
        "N/A"
      ],
      "summary": "The bill references the Securities Exchange Act of 1934 where proxy solicitation is concerned and for compliance with federal securities regulations.",
      "modified": [
        "Updated statutory compliance references for corporation's proxy activities."
      ]
    },
    "citation": "Securities Exchange Act of 1934"
  }
]