Hawaii Section 302A.471 and 302A.473 of the Minnesota Business Corporation Act are two crucial provisions that outline specific requirements and regulations for corporations operating in the state of Minnesota. Although Hawaii is mentioned in the request, it's essential to clarify that Hawaii is not directly related to the specific sections of Minnesota law mentioned. Section 302A.471 of the Minnesota Business Corporation Act focuses on the criteria for approving mergers or consolidations. Under this provision, corporations in Minnesota must adhere to specific guidelines when planning to merge with another entity or consolidate their operations. The section requires that a plan of merger or consolidation is approved by each corporation's board of directors, followed by obtaining the affirmative vote of shareholders holding at least two-thirds of the voting power unless a higher or lower threshold is agreed upon by the board and is specified in the articles of incorporation. Furthermore, Section 302A.471 notes that a merger or consolidation plan must be filed with the Secretary of State in Minnesota, accompanied by a filing fee, and the plan must be effective following the issuance of a certificate of merger or consolidation by the Secretary of State. On the other hand, Section 302A.473 of the Minnesota Business Corporation Act sheds light on the process of approving the sale or disposition of all, or substantially all, of a corporation's assets. This section outlines the necessary steps and requirements when a corporation intends to sell or dispose of a significant portion of its assets, which may alter the corporation's business operations significantly. According to Section 302A.473, the sale or disposition plan needs to be approved by the corporation's board of directors, followed by securing the affirmative vote of shareholders holding at least two-thirds of the voting power, unless otherwise established by the board and specified in the articles of incorporation. Similar to Section 302A.471, the provisions in Section 302A.473 require the filing of the plan with the Secretary of State in Minnesota along with a filing fee. The effectiveness of the sale or disposition plan is subject to the issuance of a certificate by the Secretary of State. It's important to reiterate that these sections, i.e., 302A.471 and 302A.473, belong to the Minnesota Business Corporation Act and not the Hawaii law. However, if there are specific Hawaii laws that mirror or are related to these sections in the Minnesota Business Corporation Act, they were not mentioned in the original request.
Hawaii 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 ...
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) 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 board meeting may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors.
(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.
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.