Connecticut Section 302A.471 and 302A.473 of Minnesota Business Corporation Act are provisions that govern specific aspects of business corporations operating in Minnesota. Although these provisions pertain to Minnesota law, they do not have any specific relevance to Connecticut law. The Minnesota Business Corporation Act is a legal framework that outlines the rules and regulations governing the establishment, operation, and dissolution of business corporations within the state of Minnesota. It encompasses a broad range of statutes and provisions designed to protect shareholders' rights, ensure proper corporate governance, and facilitate efficient business operations. Section 302A.471 focuses on the merger and consolidation of Minnesota business corporations. It outlines the procedural requirements and steps that corporations must adhere to when engaging in a merger or consolidation. This provision covers important aspects such as the approval of the merger or consolidation plan by the board of directors, the adoption of the plan by the shareholders, and the filing and registration requirements with the Minnesota Secretary of State. Different types of mergers and consolidations can be executed under Section 302A.471. These may include a merger where two or more corporations combine to form a new corporation, a consolidation where two or more corporations merge to create an entirely new entity, or an acquisition where one corporation absorbs another. On the other hand, Section 302A.473 focuses on share exchanges among Minnesota business corporations. A share exchange occurs when one corporation acquires the shares of another corporation in exchange for its own shares. This provision lays out the procedures, approvals, and requirements for conducting a share exchange, such as obtaining authorization from the board of directors, approval from shareholders, and compliance with statutory filing obligations. Both Section 302A.471 and 302A.473 serve to ensure transparency, fairness, and compliance in the corporate transactional processes. These provisions safeguard the interests of shareholders, provide guidelines for directors and officers, and facilitate a smooth transition during corporate restructurings. It is important to note that Connecticut does not have identical provisions numbered as Section 302A.471 and 302A.473 within its state laws, as these pertain specifically to the Minnesota Business Corporation Act. Therefore, businesses operating in Connecticut would need to refer to the relevant Connecticut statutes and legal framework governing similar corporate actions within that state.
Connecticut 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 ...
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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 ...
(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.
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.
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.