Alabama Section 302A.471 and 302A.473 of the Minnesota Business Corporation Act are important provisions that govern various aspects of business corporations within the state of Minnesota. These sections play a crucial role in defining the rights and responsibilities of corporations, directors, and shareholders. Let's delve into each section to understand their significance and how they impact businesses in Alabama. Alabama Section 302A.471: This section of the Minnesota Business Corporation Act relates to the "Forum for Internal Corporate Claims." It establishes the rules regarding the selection of forums for resolving internal claims brought by shareholders against corporations. In simpler terms, it defines where and how certain legal disputes involving a corporation are to be filed and resolved. Corporations often face legal disputes internally, mainly arising from breaches of fiduciary duties, corporate governance issues, or derivative actions. Section 302A.471 provides guidance on determining the appropriate forum to resolve such disputes. It allows an Alabama corporation to include specific provisions in its articles of incorporation or bylaws specifying the forum in which internal corporate claims must be brought, subject to certain limitations. These provisions can designate Alabama state courts, federal courts, or even private arbitration as the exclusive forum for resolving internal disputes. By allowing corporations to establish these provisions, Section 302A.471 aims to ensure consistent and efficient resolution of corporate claims while reducing the risk of multiple lawsuits being filed in different jurisdictions. Alabama Section 302A.473: In contrast to Section 302A.471, which deals with the choice of forum for internal claims, Alabama Section 302A.473 focuses on the "Limitation of Director Liability." This section outlines the circumstances under which directors of a business corporation can be held personally liable for breaches of their fiduciary duties towards the corporation and its shareholders. Section 302A.473 enables an Alabama corporation to include provisions in its articles of incorporation to limit or eliminate the personal liability of directors for monetary damages resulting from their actions, except for certain specific situations. These provisions can protect directors from being personally responsible for corporate debts, losses, or legal costs in most cases. However, Section 302A.473 ensures that directors cannot absolve themselves from liability in cases of intentional misconduct, illegal activities, or acts inconsistent with their fiduciary duties. This provision strikes a balance between encouraging individuals to serve as directors and ensuring that they act responsibly and honestly in the best interest of the corporation and its shareholders. Different Types and Applications: While the sections mentioned above (302A.471 and 302A.473) are specific to Alabama, they are part of the broader Minnesota Business Corporation Act. As such, these sections primarily apply within the state of Minnesota, governing the operations and legal framework of business corporations registered under this act. It's crucial to note that Alabama has its own set of corporate laws, and the specific sections applicable within Alabama may differ. To gain a comprehensive understanding of Alabama's corporate law framework, referring directly to the Alabama Business Corporation Act is recommended. In summary, Alabama Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act provide regulations on forum selection for internal corporate claims and the limitation of director liability, respectively. These provisions aim to ensure fair and efficient resolution of corporate disputes and encourage responsible corporate governance while protecting directors from excessive personal liability.
Alabama Sections 302A.471 and 302A.473 of Minnesota Business Corporation Act
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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 ...
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.
(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.
(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.
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.