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

• Category: Corporations - Public - Liquidation and Dissolution
• State: Multi-State
• Control #: US-CC-9-126
• Format: Word; Rich Text

Description

These Sections 302A.471 and 302A.473 of Minnesota Business Corporation Act relate to corporate activity in Minnesota. Vermont does not have Sections 302A.471 and 302A.473 within its Business Corporation Act as those sections are specific to the Minnesota Business Corporation Act. However, I can provide a detailed description of what these sections entail based on the Minnesota Act. Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act are essential provisions that govern shareholders' derivative actions and the right to indemnification for directors and officers of business corporations in Minnesota. Section 302A.471 is dedicated to shareholder derivative actions. In this context, a derivative action is a lawsuit initiated by a shareholder on behalf of the corporation against a third party, which the corporation itself fails to pursue. The provision outlines the prerequisites and procedures necessary for shareholders to bring such actions. It details that in order to file a derivative lawsuit, the shareholder needs to meet certain requirements such as holding shares at the time of the transaction being challenged, providing a written demand to the corporation's board of directors, and waiting for a specified time period before proceeding with a lawsuit. Furthermore, Section 302A.471 explains the grounds on which shareholders can initiate derivative actions, including breaches of fiduciary duty, violation of laws, or instances of mismanagement that cause harm to the corporation. It also covers the requirements for the court's approval and the factors considered in determining the shareholders' entitlement to recover expenses and attorneys' fees. On the other hand, Section 302A.473 of the Minnesota Business Corporation Act focuses on the right to indemnification for directors and officers of business corporations. Indemnification refers to the company's reimbursement of directors' and officers' legal expenses incurred while carrying out their duties, provided they have acted in good faith and in the best interests of the corporation. Section 302A.473 establishes the circumstances under which indemnification is available to directors and officers, including situations where they were successful in defending against legal actions or settled out of court. It also specifies the conditions under which the corporation may advance expenses related to legal proceedings before their final resolution. Additionally, the provision highlights the scope of indemnification, including defense costs, judgments, settlements, and even certain expenses incurred in connection with appeals. It outlines the procedures for seeking indemnification and explains the circumstances under which a corporation may refuse to indemnify directors and officers. While Vermont does not have these specific sections in its Business Corporation Act, it likely has analogous provisions addressing shareholder derivative actions and the right to indemnification for directors and officers. Vermont's legislation might have its own numbering system or titles for these provisions. It is essential to consult the actual Vermont Business Corporation Act to obtain accurate information on these topics within its jurisdiction.

Vermont does not have Sections 302A.471 and 302A.473 within its Business Corporation Act as those sections are specific to the Minnesota Business Corporation Act. However, I can provide a detailed description of what these sections entail based on the Minnesota Act. Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act are essential provisions that govern shareholders' derivative actions and the right to indemnification for directors and officers of business corporations in Minnesota. Section 302A.471 is dedicated to shareholder derivative actions. In this context, a derivative action is a lawsuit initiated by a shareholder on behalf of the corporation against a third party, which the corporation itself fails to pursue. The provision outlines the prerequisites and procedures necessary for shareholders to bring such actions. It details that in order to file a derivative lawsuit, the shareholder needs to meet certain requirements such as holding shares at the time of the transaction being challenged, providing a written demand to the corporation's board of directors, and waiting for a specified time period before proceeding with a lawsuit. Furthermore, Section 302A.471 explains the grounds on which shareholders can initiate derivative actions, including breaches of fiduciary duty, violation of laws, or instances of mismanagement that cause harm to the corporation. It also covers the requirements for the court's approval and the factors considered in determining the shareholders' entitlement to recover expenses and attorneys' fees. On the other hand, Section 302A.473 of the Minnesota Business Corporation Act focuses on the right to indemnification for directors and officers of business corporations. Indemnification refers to the company's reimbursement of directors' and officers' legal expenses incurred while carrying out their duties, provided they have acted in good faith and in the best interests of the corporation. Section 302A.473 establishes the circumstances under which indemnification is available to directors and officers, including situations where they were successful in defending against legal actions or settled out of court. It also specifies the conditions under which the corporation may advance expenses related to legal proceedings before their final resolution. Additionally, the provision highlights the scope of indemnification, including defense costs, judgments, settlements, and even certain expenses incurred in connection with appeals. It outlines the procedures for seeking indemnification and explains the circumstances under which a corporation may refuse to indemnify directors and officers. While Vermont does not have these specific sections in its Business Corporation Act, it likely has analogous provisions addressing shareholder derivative actions and the right to indemnification for directors and officers. Vermont's legislation might have its own numbering system or titles for these provisions. It is essential to consult the actual Vermont Business Corporation Act to obtain accurate information on these topics within its jurisdiction.