HF 1188

as introduced - 83rd Legislature (2003 - 2004) Posted on 12/15/2009 12:00am

  1.1                          A bill for an act 
  1.2             relating to corporations; requiring officers and 
  1.3             directors to consider factors in addition to the 
  1.4             interests of the corporation's shareholders; amending 
  1.5             Minnesota Statutes 2002, sections 302A.251, 
  1.6             subdivisions 1, 5; 302A.361. 
  1.7   BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.8      Section 1.  Minnesota Statutes 2002, section 302A.251, 
  1.9   subdivision 1, is amended to read: 
  1.10     Subdivision 1.  [STANDARD; LIABILITY.] A director shall 
  1.11  discharge the duties of the position of director in good faith, 
  1.12  in a manner the director reasonably believes to be in the best 
  1.13  interests of the corporation corporation's stakeholders as 
  1.14  described in subdivision 5, and with the care an ordinarily 
  1.15  prudent person in a like position would exercise under similar 
  1.16  circumstances.  A person who so performs those duties is not 
  1.17  liable by reason of being or having been a director of the 
  1.18  corporation.  
  1.19     Sec. 2.  Minnesota Statutes 2002, section 302A.251, 
  1.20  subdivision 5, is amended to read: 
  1.21     Subd. 5.  [CONSIDERATIONS.] In discharging the duties of 
  1.22  the position of director, a director may must, in considering 
  1.23  the best interests of the corporation corporation's 
  1.24  stakeholders, consider the following factors: 
  1.25     (1) the interests of the corporation's shareholders, 
  1.26  employees, customers, suppliers, and creditors,; 
  2.1      (2) the economy of any communities in which any office or 
  2.2   facility of the corporation is located, the state, and the 
  2.3   nation,; 
  2.4      (3) community and societal considerations, including 
  2.5   environmental quality; and 
  2.6      (4) the long-term as well as short-term interests of 
  2.7   the corporation and its shareholders corporation's stakeholders, 
  2.8   including the possibility that these interests may be best 
  2.9   served by the continued independence of the corporation.  A 
  2.10  director need not give priority to any consideration listed in 
  2.11  this subdivision over any other consideration. 
  2.12     Sec. 3.  Minnesota Statutes 2002, section 302A.361, is 
  2.13  amended to read: 
  2.14     302A.361 [STANDARD OF CONDUCT.] 
  2.15     An officer shall discharge the duties of an office in good 
  2.16  faith, in a manner the officer reasonably believes to be in the 
  2.17  best interests of the corporation corporation's stakeholders, 
  2.18  and with the care an ordinarily prudent person in a like 
  2.19  position would exercise under similar circumstances.  A person 
  2.20  exercising the principal functions of an office or to whom some 
  2.21  or all of the duties and powers of an office are delegated 
  2.22  pursuant to section 302A.351 is deemed an officer for purposes 
  2.23  of this section and sections 302A.467 and 302A.521.  An officer 
  2.24  must determine the best interests of the corporation's 
  2.25  stakeholders in the same manner required of directors under 
  2.26  section 302A.251, subdivision 5. 
  2.27     Sec. 4.  [EFFECTIVE DATE.] 
  2.28     Sections 1 to 3 are effective January 1, 2004.