1997 Minnesota Statutes

     302A.457 Shareholder control agreements. 

    Subdivision 1.    Authorized.  A written agreement among 
 the shareholders of a corporation and the subscribers for shares 
 to be issued, relating to the control of any phase of the 
 business and affairs of the corporation, its liquidation and 
 dissolution, or the relations among shareholders of or 
 subscribers to shares of the corporation is valid and 
 specifically enforceable as provided in subdivision 2. 

    Subd. 2.    Method of approval; enforceability; copies.  
 (a) A written agreement among persons described in subdivision 1 
 that relates to the control of or the liquidation and 
 dissolution of the corporation, the relations among them, or any 
 phase of the business and affairs of the corporation, including, 
 without limitation, the management of its business, the 
 declaration and payment of distributions, the election of 
 directors or officers, the employment of shareholders by the 
 corporation, or the arbitration of disputes, is valid and 
 specifically enforceable, if the agreement is signed by all 
 persons who are then the shareholders of the corporation, 
 whether or not the shareholders all have voting shares, and the 
 subscribers for shares, whether or not voting shares, to be 
 issued. 

    (b) The agreement is enforceable by the persons described 
 in subdivision 1 who are parties to it and is binding upon and 
 enforceable against only those persons and other persons having 
 knowledge of the existence of the agreement.  A copy of the 
 agreement shall be filed with the corporation.  The existence 
 and location of a copy of the agreement shall be noted 
 conspicuously on the face or back of each certificate for shares 
 issued by the corporation and included in information sent to 
 the holders of uncertificated shares according to section 
 302A.417, subdivision 7. 

    (c) A shareholder, a beneficial owner of shares, or another 
 person having a security interest in shares has the right upon 
 written demand to obtain a copy of the agreement from the 
 corporation at the expense of the corporation. 

    Subd. 3.    Liability.  The effect of an agreement 
 authorized by this section is to relieve the board and the 
 director or directors in their capacities as directors of, and 
 to impose upon the parties to the agreement, the liability for 
 acts or omissions imposed by law upon directors to the extent 
 that and so long as the discretion or powers of the directors in 
 the management of the business and affairs of the corporation 
 are exercised by the shareholders under a provision in the 
 agreement.  A shareholder is not liable pursuant to this 
 subdivision by virtue of a shareholder vote, if the shareholder 
 had no right to vote on the action.  

    Subd. 4.    Other agreements.  This section does not 
 apply to, limit, or restrict agreements otherwise valid, nor is 
 the procedure set forth in this section the exclusive method of 
 agreement among shareholders or between the shareholders and the 
 corporation with respect to any of the matters described in this 
 section.  

    HIST: 1981 c 270 s 76; 1982 c 497 s 46,47; 1987 c 104 s 28,29; 1997 
 c 10 art 1 s 22