New Jersey Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act are legislative provisions that pertain to the organization and operation of corporations within the state of Minnesota. While they are referred to as New Jersey Sections, they specifically relate to the Minnesota Business Corporation Act. Section 302A.471 focuses on the issuance of shares and generally outlines the rules and procedures for the creation and distribution of shares by a corporation. It covers aspects such as authorizing the issuance of different classes and series of shares, determining the terms and conditions of shares, setting forth any restrictions on share transfers, and addressing the rights and preferences of shareholders. This section plays a crucial role in providing a clear framework for corporations to issue and manage their shares effectively. It ensures that the process of share issuance is carried out in compliance with legal requirements and protects the rights and interests of both the corporation and its shareholders. Section 302A.473 of the Minnesota Business Corporation Act deals with the regulation of share acquisitions and imposes certain restrictions and obligations on corporations and shareholders. It primarily addresses the acquisition of control or shares in specified circumstances, such as through mergers, acquisitions, or other similar transactions. The purpose of this section is to promote transparency, fairness, and integrity in corporate transactions involving significant share acquisitions. It applies to situations where an acquiring person or entity seeks to obtain a controlling interest or a substantial percentage of shares in a corporation. By setting out these regulations, Section 302A.473 aims to safeguard the interests of minority shareholders and prevent unfair practices that could result in a concentration of power within the corporation. It's important to note that while New Jersey is mentioned in the section title, Sections 302A.471 and 302A.473 are indeed part of the Minnesota Business Corporation Act. These sections are not specific to New Jersey and are applicable only within the state of Minnesota. In summary, New Jersey Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act provide essential guidelines and regulations concerning share issuance and share acquisitions within Minnesota's corporate landscape. They serve to establish a clear legal framework that ensures fairness, transparency, and protection of shareholders' rights in various corporate actions.
New Jersey Sections 302A.471 and 302A.473 of Minnesota Business Corporation Act
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(a) A shareholder shall not assert dissenters' rights as to less than all of the shares registered in the name of the shareholder, unless the shareholder dissents with respect to all the shares that are beneficially owned by another person but registered in the name of the shareholder and discloses the name and address ...
A prohibition or limit on indemnification or advances may not apply to or affect the right of a person to indemnification or advances of expenses with respect to any acts or omissions of the person occurring prior to the effective date of a provision in the articles or the date of adoption of a provision in the bylaws ...
When written action is permitted to be taken by less than all shareholders, all shareholders who did not sign or consent to the written action must be notified of its text and effective time no later than five days after the effective time of the action.
(a) A shareholder shall not assert dissenters' rights as to less than all of the shares registered in the name of the shareholder, unless the shareholder dissents with respect to all the shares that are beneficially owned by another person but registered in the name of the shareholder and discloses the name and address ...
When written action is permitted to be taken by less than all directors, all directors shall be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action.
An action required or permitted to be taken at a board meeting may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors.
An action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the shareholders entitled to vote on that action.
When written action is permitted to be taken by less than all directors, all directors shall be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action.
A shareholder, beneficial owner, or holder of a voting trust certificate who has gained access under this section to any corporate record including the share register may not use or furnish to another for use the corporate record or a portion of the contents for any purpose other than a proper purpose.