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Ohio Sections 302A.471 and 302A.473 of Minnesota Business Corporation Act

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These Sections 302A.471 and 302A.473 of Minnesota Business Corporation Act relate to corporate activity in Minnesota.

Title: Understanding Ohio Sections 302A.471 and 302A.473 of Minnesota Business Corporation Act Introduction: Ohio Sections 302A.471 and 302A.473 are important provisions within the Minnesota Business Corporation Act that outline specific regulations concerning corporations. In this article, we will provide a detailed description of these sections, highlighting their individual facets and relevance. 1. Ohio Section 302A.471 — Share Exchange Ohio Section 302A.471 addresses the process of share exchange in the context of business corporations in Minnesota. This section governs the lawful procedures and requirements involved when corporations wish to acquire the shares of another corporation. Key features of Ohio Section 302A.471: a) Consent of Shareholders: This provision mandates that an acquiring corporation must obtain the consent of shareholders whose shares will be exchanged. b) Documentation and Disclosures: The section outlines the necessary information that must be provided to shareholders, such as the terms and conditions of the share exchange, rights and benefits, and any potential risks. c) Valuation and Fairness: It requires the acquiring corporation to provide a fair valuation of the shares to be exchanged, ensuring that shareholders receive equitable treatment. 2. Ohio Section 302A.473 — Share Modification or Exchange Ohio Section 302A.473 deals with the modification or exchange of shares already issued by a business corporation in Minnesota. It sets guidelines for corporations that wish to alter or exchange certain classes or series of shares. Key features of Ohio Section 302A.473: a) Rights and Conditions: This provision states that shares may be modified or exchanged by initiating amendments or entering into an agreement, subject to the rights and conditions specified in the corporation's articles of incorporation. b) Minority Shareholder Protection: The section emphasizes that any amendment or exchange should not disproportionately affect the rights or interests of minority shareholders. c) Notice and Voting Requirements: It outlines the necessity of providing appropriate notice to shareholders regarding proposed amendments or exchanges and their right to vote. Certain voting thresholds may need to be met for these changes to be approved. Different Types of Ohio Sections 302A.471 and 302A.473 (if applicable): Apart from their main provisions, Ohio Sections 302A.471 and 302A.473 do not have subcategories or different types. However, various subsections and clauses may further specify certain aspects or provide additional instructions within these sections. Conclusion: Ohio Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act play a crucial role in governing share exchange and the modification or exchange of shares issued by corporations. Understanding these provisions is essential for businesses operating within Minnesota to ensure compliance with the legal framework and protect the rights of shareholders.

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7291 or 302A. 727 is used to dissolve a corporation that has issued shares and must have filed or be accompanied by an 'Intent to Dissolve' filing. 1. File Number: Provide the file number issued by the Minnesota Secretary of State.

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.

In discharging the duties of the position of director, a director may, in considering the best interests of the corporation, consider the interests of the corporation's employees, customers, suppliers, and creditors, the economy of the state and nation, community and societal considerations, and the long-term as well ...

(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 ...

CHAPTER 461. REGULATING SALES OF TOBACCO; TOBACCO-RELATED AND ELECTRONIC DELIVERY DEVICES; AND NICOTINE AND LOBELIA PRODUCTS. MUNICIPAL LICENSE OF TOBACCO, TOBACCO-RELATED DEVICES, AND SIMILAR PRODUCTS. CIGARETTE LICENSE FEES, APPORTIONMENT.

The fiduciary duty is breached where the agent's personal interests and fiduciary duty conflict, where the fiduciary's duty conflicts with another fiduciary duty, or where the fiduciary profits from his position without the principal's express knowledge and consent.

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 ...

(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 ...

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.

In discharging the duties of the position of director, a director may, in considering the best interests of the corporation, consider the interests of the corporation's employees, customers, suppliers, and creditors, the economy of the state and nation, community and societal considerations, and the long-term as well ...

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471 and who wishes to exercise dissenters' rights must file with the corporation before the vote on the proposed action a written notice of intent to demand the ... Subdivision 1.Actions creating rights. A shareholder of a corporation may dissent from, and obtain payment for the fair value of the shareholder's shares in ...471 of the Minnesota Business Corporation Act focuses on matters pertaining to shareholder voting. It outlines rules and regulations that govern the decision- ... 300-323A) Section 302A.473. Read the code on FindLaw. ... 471 and who wishes to exercise dissenters' rights must file with the corporation ... Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 302A.471. Rights of dissenting shareholders · Search Minnesota Statutes. (a) Section 4.8(a) of the Company Disclosure Letter sets forth a complete list of (i) all material “employee benefit plans,” as defined in Section 3(3) of ERISA ... The following is a summary of certain material terms of Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act. The summary is not complete ... by B Vaaler · 2002 · Cited by 11 — 751. Section 302A.751 of the Minnesota Business Corporation Act is ... have ninety days under section 14.34 to file with the court an irrevocable ... Use the following form to register a Minnesota Business Corporation. If forming a Public Benefit Corporation as a 302A and 304A, please note that forms are not ... ... section 9 of the Small Business Act (15 U.S.C. 638). Sec. 711 ... section 30 of the Poultry Products Inspection Act (21 U.S.C. 471). Sec. 717. No employee of ...

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Ohio Sections 302A.471 and 302A.473 of Minnesota Business Corporation Act