SF 796

as introduced - 81st Legislature (1999 - 2000) Posted on 12/15/2009 12:00am

  1.1                          A bill for an act 
  1.2             relating to corporations; modifying provisions for 
  1.3             opting out of the control share acquisition statute; 
  1.4             requiring approval of an opt out by a disinterested 
  1.5             committee of the board; amending Minnesota Statutes 
  1.6             1998, section 302A.671, subdivision 1. 
  1.7   BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.8      Section 1.  Minnesota Statutes 1998, section 302A.671, 
  1.9   subdivision 1, is amended to read: 
  1.10     Subdivision 1.  [APPLICATION.] (a) Unless otherwise 
  1.11  expressly provided in the articles or in bylaws approved by the 
  1.12  shareholders of an issuing public corporation, this section 
  1.13  applies to a control share acquisition.  A shareholder's 
  1.14  proposal to amend the corporation's articles or bylaws to cause 
  1.15  this section to be inapplicable to the corporation requires the 
  1.16  vote set forth in subdivision 4a, paragraph (b), in order for it 
  1.17  to be effective, unless it is approved by a committee of the 
  1.18  board comprised solely of directors who:  
  1.19     (1) are neither officers nor employees of, nor were during 
  1.20  the five years preceding the formation of the committee officers 
  1.21  or employees of, the corporation or a related organization; 
  1.22     (2) are neither acquiring persons nor affiliates or 
  1.23  associates of an acquiring person; 
  1.24     (3) were not nominated for election as directors by an 
  1.25  acquiring person or an affiliate or associate of an acquiring 
  1.26  person; and 
  2.1      (4) were directors at the time an acquiring person became 
  2.2   an acquiring person or were nominated, elected, or recommended 
  2.3   for election as directors by a majority of those directors. 
  2.4      (b) The shares of an issuing public corporation acquired by 
  2.5   an acquiring person in a control share acquisition that exceed 
  2.6   the threshold of voting power of any of the ranges specified in 
  2.7   subdivision 2, paragraph (d), shall have only the voting rights 
  2.8   as shall be accorded to them pursuant to subdivision 4a.