Illinois Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act pertain to specific provisions regarding share exchanges and disposition of assets by a business corporation. While these sections are part of the Minnesota Business Corporation Act, it is important to note that they do not directly correspond to Illinois law. Instead, these provisions are specific to the state of Minnesota. However, below we provide a general understanding of the provisions as well as Illinois counterparts that may be relevant. In Minnesota, Section 302A.471 deals with the process and regulations governing share exchanges conducted by a corporation. A share exchange refers to an arrangement where a corporation acquires all or part of the shares of another corporation and issues its own shares in exchange. This section outlines the requirements, procedures, and necessary authorizations for a corporation to engage in a share exchange. It covers aspects such as the approval of the shareholders, the appraisal rights, the determination of the exchange ratio, among others. Similarly, Section 302A.473 addresses the disposition of assets by a Minnesota business corporation. It provides guidelines and regulations for corporations looking to sell or transfer their assets, either wholly or partially, to another entity. The section outlines the procedures for obtaining shareholder approval, the required disclosures, the valuation of assets, and the protection of dissenting shareholder rights. While these sections pertain specifically to Minnesota, it is worth noting that Illinois has its own set of statutes governing similar transactions. The Illinois Business Corporation Act, for example, offers provisions that regulate share exchanges under Section 11.60 and disposition of assets under Section 12.55. These sections mirror the purpose and intent of Minnesota's Sections 302A.471 and 302A.473 but within the context of Illinois law. In summary, Illinois Sections 302A.471 and 302A.473 are specific provisions of the Minnesota Business Corporation Act that regulate share exchanges and disposition of assets by business corporations. However, when dealing with similar transactions in Illinois, it is necessary to refer to the corresponding sections of the Illinois Business Corporation Act (Sections 11.60 and 12.55) to ensure compliance with the appropriate laws and regulations.
Illinois 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 ...
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 ...
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.
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 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.
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.
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.