Minnesota Session Laws - 1984, Regular Session

  

                         Laws of Minnesota 1984 

                        CHAPTER 488-H.F.No. 1422
           An act relating to corporations; regulating corporate 
          take-overs; requiring certain disclosures; providing 
          certain limitations on offerors; prescribing 
          suspension powers of the commissioner; providing a 
          hearing; regulating control share acquisitions of 
          Minnesota business corporations; defining terms; 
          prescribing penalties; amending Minnesota Statutes 
          1982, sections 80B.01; 80B.03, subdivisions 1, 2, and 
          5, and by adding subdivisions; 80B.05; 80B.06; 80B.07; 
          80B.08; 80B.10; 302A.011, by adding subdivisions; 
          302A.449, by adding a subdivision; 302A.461, 
          subdivision 4; proposing new law coded in Minnesota 
          Statutes, chapter 302A; repealing Minnesota Statutes 
          1982, sections 80B.02; 80B.03, subdivisions 3 and 4; 
          and 80B.12, subdivisions 1 and 3. 
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
    Section 1.  [LEGISLATIVE INTENT.] 
    Subdivision 1.  [FINDINGS.] The legislature finds that 
take-overs, particularly hostile take-overs:  
    (1) exaggerate the tendency of many businesses to focus on 
short-term performance to the detriment of such long-term 
societal interests as increased research and development, 
improved productivity, and the modernization of physical plant 
and employee capabilities;  
    (2) are often inconsistent with the economic interests of 
shareholders;  
    (3) in many instances threaten the jobs and careers of 
Minnesota citizens and undermine the ethical foundations of 
companies, as when jobs are eliminated and career commitments to 
employees are breached or ignored;  
    (4) often result in plant closings or consolidations that 
damage communities dependent on the jobs and taxes provided by 
these plants;  
    (5) not infrequently wipe out long-standing 
customer/supplier relationships and the stability and continuity 
which these relationships provide throughout society;  
    (6) frequently tie up billions of dollars of scarce capital 
that could be more effectively applied;  
    (7) all too often stifle, and ultimately destroy, the 
entrepreneurial, innovative spirit of creative individuals in 
independent firms; and 
    (8) are usually conducted in an atmosphere and pursuant to 
laws that do not provide a reasonable opportunity for affected 
parties to make informed decisions.  
    Subd. 2.  [PURPOSES.] The purposes of sections 1 to 18 are 
to:  
    (1) assure that the impacts of take-overs on all affected 
constituencies are identified and disclosed prior to the 
consummation of these transactions;  
    (2) provide to shareholders both necessary information and 
the opportunity to thus cast fully informed votes on any 
take-over transactions;  
    (3) encourage reasoned decision-making by assuring equal 
financial treatment of all shareholders similarly situated at 
the time any take-over attempt is initiated; and 
    (4) amend Minnesota Statutes, chapters 80B and 302A to 
conform with requirements suggested by decisions of the Supreme 
Court of the United States.  
     Sec. 2.  Minnesota Statutes 1982, section 80B.01, is 
amended to read: 
    80B.01 [DEFINITIONS.] 
    Subdivision 1.  When used in sections 80B.01 to 80B.13, 
unless the context otherwise requires, the following words shall 
have the meanings herein ascribed to them.  
    Subd. 2.  "Affiliate" of a person means any person 
controlling, controlled by, or under common control with such 
person.  
    Subd. 3.  "Associate" of a person means any person acting 
jointly or in concert with such person for the purpose of 
acquiring, holding or disposing of, or exercising any voting 
rights attached to the equity securities of an issuer.  
    Subd. 4.  "Commissioner" means the commissioner of 
securities and real estate commerce.  
    Subd. 5.  "Equity security" means any stock or similar 
security; or any security convertible, with or without 
consideration, into such a security; or carrying any warrant or 
right to subscribe to or purchase such a security; or any such 
warrant or right; or any other security which the commissioner 
shall deem to be of similar nature and consider necessary or 
appropriate, by such rules as he may prescribe in the public 
interest and for the protection of investors, to treat as an 
equity security.  
    Subd. 6.  "Offeror" means a person who makes or in any way 
participates in making a take-over offer.  Offeror does not 
include any bank or broker-dealer loaning funds to an offeror in 
the ordinary course of its business, or any bank, broker-dealer, 
attorney, accountant, consultant, employee, or other person 
furnishing information or advice to or performing ministerial 
duties for an offeror, and not otherwise participating in the 
take-over offer.  
    Subd. 7.  "Offeree" means the beneficial owner, residing in 
Minnesota, of equity securities which an offeror offers to 
acquire in connection with a take-over offer.  
    Subd. 8.  "Take-over offer" means the offer to acquire any 
equity securities of a target company from a resident of this 
state pursuant to a tender offer or request or invitation for 
tenders, if after the acquisition of all securities acquired 
pursuant to the offer either (1) the offeror would be directly 
or indirectly a beneficial owner of more than ten percent of any 
class of the outstanding equity securities of the target company 
; or (2) the beneficial ownership by the offeror of any class of 
the outstanding equity securities of the target company would be 
increased by more than five percent.  Clause (2) does not apply 
if after the acquisition of all securities acquired pursuant to 
the offer, the offeror would not be directly or indirectly a 
beneficial owner of more than ten percent of any class of the 
outstanding equity securities of the target company.  Take-over 
offer does not include: 
    (a) An offer to purchase securities which are currently 
publicly traded from or through a broker-dealer at the current 
market price;  
    (b) An offer to exchange the securities of one issuer for 
the securities of another issuer, if the offer is registered or 
exempt from registration under chapter 80A and registered or 
exempt from registration under the Securities Act of 1933;  
    (c) An offer as to which the target company, acting through 
its board of directors, recommends acceptance to its 
stockholders, if the offer is made to all stockholders on 
substantially equal terms;  
    (d) (b) An offer which, if accepted by all offerees, will 
not result in the offeror having acquired more than two percent 
of the same class of equity securities of the issuer within the 
preceding 12 month period in connection with the acquisition of 
a security which, together with all other acquisitions by the 
offeror of securities of the same class of equity securities of 
the issuer, would not result in the offeror having acquired more 
than two percent of this class during the preceding 12-month 
period; 
    (e) (c) An offer by the issuer to acquire its own equity 
securities;  
    (f) Any offer which the commissioner, by rule or order, 
shall exempt from the definition of "take-over offer" as not 
being entered into for the purpose of, and not having the effect 
of, changing or influencing the control of the issuer or 
otherwise as not comprehended within the purposes of sections 
80B.01 to 80B.13.  
    (d) An offer in which the target company is an insurance 
company subject to regulation by the commissioner, a financial 
institution regulated by the commissioner, or a public service 
utility subject to regulation by the public utilities commission.
    Subd. 9.  "Target company" means an issuer of publicly 
traded equity securities (a) which is organized under the laws 
of this state or has its principal office in this state; (b) 
which has a substantial portion of its assets located in this 
state; (c) whose equity securities of any class are, or within 
the past two year period have been, registered under chapter 
80A; and (d) whose equity securities are the subject of a 
take-over offer at least 20 percent of its equity securities 
beneficially held by residents of this state and has substantial 
assets in this state.  For the purposes of this chapter, an 
equity security is publicly traded if a trading market exists 
for the security at the time the offeror makes a take-over offer 
for the security.  A trading market exists if the security is 
traded on a national securities exchange, whether or not 
registered pursuant to the Securities Exchange Act of 1934, or 
the over-the-counter market.  
    Subd. 10.  "Beneficial owner" includes, but is not limited 
to, any person who directly or indirectly through any contract, 
arrangement, understanding, relationship, or otherwise has or 
shares the power to vote or direct the voting of a security 
and/or the power to dispose of, or direct the disposition of, 
the security.  "Beneficial ownership" includes, but is not 
limited to, the right, exercisable within 60 days, to acquire 
securities through the exercise of options, warrants, or rights 
or the conversion of convertible securities, or otherwise.  The 
securities subject to these options, warrants, rights, or 
conversion privileges held by a person shall be deemed to be 
outstanding for the purpose of computing the percentage of 
outstanding securities of the class owned by this person, but 
shall not be deemed to be outstanding for the purpose of 
computing the percentage of the class owned by any other 
person.  A person shall be deemed the beneficial owner of 
securities beneficially owned by any relative or spouse or 
relative of the spouse residing in the home of this person, any 
trust or estate in which this person owns ten percent or more of 
the total beneficial interest or serves as trustee or executor, 
any corporation or entity in which this person owns ten percent 
or more of the equity, and any affiliate or associate of this 
person.  
     Sec. 3.  Minnesota Statutes 1982, section 80B.03, 
subdivision 1, is amended to read: 
    Subdivision 1.  It is unlawful for any person to make a 
take-over offer involving a target company in this state, or to 
acquire any equity securities of the target company pursuant to 
the offer, unless the offer is effective under sections 80B.01 
to 80B.13 or is exempted by rule or order of the commissioner. 
Before a take-over offer becomes effective under sections 80B.01 
to 80B.13,.  A take-over offer is effective when the offeror 
files with the commissioner a registration statement containing 
the information prescribed in section 80B.03, subdivision 6.  
The offeror shall file with the commissioner a registration 
statement containing the information prescribed in section 
80B.02, and shall send deliver a copy of the registration 
statement by certified mail to the target company at its 
principal office and publicly disclose the material terms of the 
proposed offer, not later than the date of filing of the 
registration statement.  Public disclosure shall require, at a 
minimum, that a copy of the registration statement be supplied 
to all broker-dealers maintaining an office in this state 
currently quoting the security.  
    Sec. 4.  Minnesota Statutes 1982, section 80B.03, 
subdivision 2, is amended to read: 
    Subd. 2.  The registration statement shall be filed on 
forms prescribed by the commissioner, and shall be accompanied 
by a consent by the offeror to service of process and the filing 
fee specified in section 80B.08, and shall contain the following 
information and such additional information as the commissioner 
by rule prescribes.  
    (a) All of the information specified in section 80B.02 
80B.03, subdivision 2 6; 
    (b) Two copies of all solicitation materials intended to be 
used in the take-over offer in the form proposed to be published 
or sent or delivered to offerees; 
    (c) If the offeror is other than a natural person, 
information concerning its organization and operations, 
including the year, form and jurisdiction of its organization, a 
description of each class of equity security and long term debt, 
a description of the business conducted by the offeror and its 
subsidiaries and any material changes therein during the past 
three years, a description of the location and character of the 
principal properties of the offeror and its subsidiaries, a 
description of any material pending legal or administrative 
proceedings in which the offeror or any of its subsidiaries is a 
party, the names of all directors and executive officers of the 
offeror and their material business activities and affiliations 
during the past three years, and financial statements of the 
offeror in such form and for such period of time as the 
commissioner may by rule prescribe; 
    (d) If the offeror is a natural person, information 
concerning his identity and background, including his business 
activities and affiliations during the past three years, and a 
description of any material pending legal or administrative 
proceedings in which the offeror is a party.  
     Sec. 5.  Minnesota Statutes 1982, section 80B.03, is 
amended by adding a subdivision to read:  
     Subd. 3a.  Registration is not deemed approval by the 
commissioner and any representation to the contrary is unlawful. 
     Sec. 6.  Minnesota Statutes 1982, section 80B.03, is 
amended by adding a subdivision to read:  
    Subd. 4a.  Within three calendar days of the date of filing 
of the registration statement, the commissioner may by order 
summarily suspend the effectiveness of the take-over offer if 
the commissioner determines that the registration statement does 
not contain all of the information specified in subdivision 6 or 
that the take-over offer materials provided to offerees do not 
provide full disclosure to offerees of all material information 
concerning the take-over offer.  The suspension shall remain in 
effect only until the determination following a hearing held 
pursuant to subdivision 5.  
     Sec. 7.  Minnesota Statutes 1982, section 80B.03, 
subdivision 5, is amended to read: 
    Subd. 5.  Any A hearing shall be scheduled by the 
commissioner with respect to each suspension under this section 
and shall be held within 20 ten calendar days of the date of 
filing of the registration statement under subdivision 1, and 
any the suspension.  Chapter 14 does not apply to the hearing. 
The commissioner's determination made following the hearing 
shall be made within 20 three calendar days after such hearing 
has been closed, unless extended by order of the commissioner 
with the consent of all interested parties completed but not 
more than 16 calendar days after the date of the suspension. The 
commissioner may prescribe different time limits than those 
specified in this subdivision by rule or order.  If, based upon 
the hearing, the commissioner finds that the take-over offer 
fails to provide for full and fair disclosure to offerees of all 
material information concerning the offer, or that the take-over 
offer is unfair or inequitable to offerees or will not be made 
to all stockholders on substantially equal terms or is in 
material violation of chapter 80A or any provision of sections 
80B.01 to 80B.13, he shall by order deny registration of the 
offer the commissioner shall permanently suspend the 
effectiveness of the take-over offer, subject to the right of 
the offeror to correct disclosure and other deficiencies 
identified by the commissioner and to reinstitute the take-over 
offer by filing a new or amended registration statement pursuant 
to section 80B.03.  
     Sec. 8.  Minnesota Statutes 1982, section 80B.03, is 
amended by adding a subdivision to read:  
     Subd. 6.  The form required to be filed by subdivision 2, 
clause (a), shall contain the following information and 
additional information the commissioner may by rule prescribe:  
     (a) the identity and background of all persons on whose 
behalf the acquisition of any equity security of the issuer has 
been or is to be affected; 
     (b) the source and amount of funds or other consideration 
used or to be used in acquiring any equity security, including, 
if applicable, a statement describing any securities which are 
being offered in exchange for the equity securities of the 
issuer, and if any part of the acquisition price is or will be 
represented by borrowed funds or other consideration, a 
description of the material terms of any financing arrangements 
and the names of the parties from whom the funds were borrowed; 
     (c) if the purpose of the acquisition is to gain control of 
the target company, a statement of any plans or proposals which 
the person has, upon gaining control, to liquidate the issuer, 
sell its assets, effect its merger or consolidation, to change 
the location of its principal executive office or of a material 
portion of its business activities, to change its management or 
policies of employment, to materially alter its relationship 
with suppliers or customers or the communities in which it 
operates, or make any other major change in its business, 
corporate structure, management or personnel, and other 
information which would affect the shareholders' evaluation of 
the acquisition; 
     (d) the number of shares or units of any equity security of 
the issuer owned beneficially by the person and any affiliate or 
associate of the person, together with the name and address of 
each affiliate or associate; 
     (e) the material terms of any contract, arrangement, or 
understanding with any other person with respect to the equity 
securities of the issuer whereby the person filing the statement 
has or will acquire any interest in additional equity securities 
of the issuer, or is or will be obligated to transfer any 
interest in the equity securities to another.  
     Sec. 9.  Minnesota Statutes 1982, section 80B.05, is 
amended to read: 
    80B.05 [FRAUDULENT AND DECEPTIVE PRACTICES.] 
    It is unlawful for any offeror or target company or any 
controlling person of an offeror or target company or any 
broker-dealer acting on behalf of an offeror or target company 
to engage in any fraudulent, deceptive or manipulative acts or 
practices in connection with a take-over offer.  Fraudulent, 
deceptive and manipulative acts or practices include, without 
limitation: 
    (1) The publication or use in connection with the offer of 
any false statement of a material fact or the omission to state 
a material fact necessary to make the statements made not 
misleading; 
    (2) The sale by any controlling shareholders of a target 
company of any or their equity securities to the offeror for a 
consideration greater than that to be paid other stockholders 
pursuant to the offer or the purchase of any of the securities 
of a controlling shareholder of the target company by the 
offeror for a consideration greater than that to be paid other 
shareholders, pursuant to an agreement not disclosed to the 
other shareholders; 
    (3) The refusal by a target company to permit an offeror 
who is a stockholder of record to examine its list of 
stockholders, and to make extracts therefrom, pursuant to the 
applicable corporation statutes, for the purpose of making a 
take-over offer in compliance with sections 80B.01 to 80B.13, or 
in lieu thereof, to mail any solicitation materials published by 
the offeror to its security holders with reasonable promptness 
after receipt from the offeror of such materials together with 
the reasonable expenses of postage and handling;  
    (4) The solicitation of any offeree for acceptance or 
rejection of a take-over offer or acquisition of any equity 
security pursuant to a take-over offer before the take-over 
offer is effective under sections 80B.01 to 80B.13 or while the 
offer is suspended under sections 80B.01 to 80B.13.  
     Sec. 10.  Minnesota Statutes 1982, section 80B.06, is 
amended to read: 
    80B.06 [LIMITATIONS ON OFFERORS.] 
    Subdivision 1.  No offeror may make a take-over offer 
involving a target company which is not made to stockholders in 
this state on substantially the same terms as the offer is made 
to stockholders outside this state.  
    Subd. 2.  An offeror shall provide that any equity 
securities of a target company deposited or tendered pursuant to 
a take-over offer may be withdrawn by or on behalf of any 
offeree at any time within seven days from the date the offer 
has become effective under sections 80B.01 to 80B.13 and after 
60 days from the date the offer has become effective under 
sections 80B.01 to 80B.13, except as the commissioner may 
otherwise prescribe by rule or order for the protection of 
investors.  
    Subd. 3.  If an offeror makes a take-over offer for less 
than all the outstanding equity securities of any class, and if 
the number of securities deposited or tendered pursuant thereto 
within ten days after the offer has become effective under 
sections 80B.01 to 80B.13 and copies of the offer, or notice of 
any increase in the consideration offered, are first published 
or sent or given to security holders is greater than the number 
the offeror has offered to accept and pay for, the securities 
shall be accepted pro rata, disregarding fractions, according to 
the number of securities deposited or tendered by each offeree.  
    Subd. 4.  If an offeror varies the terms of a take-over 
offer before its expiration date by increasing the consideration 
offered to security holders, the offeror shall pay the increased 
consideration for all equity securities accepted, whether such 
securities have been accepted by the offeror before or after the 
variation in the terms of the offer.  
    Subd. 5.  No offeror may make a take-over offer involving a 
target company in this state, or acquire any equity securities 
of a target company in this state pursuant to the take-over 
offer, at any time when an administrative or injunctive 
proceeding is pending on behalf of the commissioner against the 
offeror alleging a violation of sections 80B.01 to 80B.13 or any 
proceeding by the commissioner is pending against the offeror 
alleging a violation of any provision of sections 80B.01 to 
80B.13 or chapter 80A.  
    Subd. 6.  No offeror may acquire, remove or exercise 
control, directly or indirectly, over any assets of a target 
company assets located in this state unless the take-over offer 
is effective or exempt under sections 80B.01 to 80B.13, except 
as permitted by order of the commissioner pursuant to a 
take-over offer at any time when any proceeding by the 
commissioner is pending against the offeror alleging a violation 
of any provision of this chapter or chapter 80A.  
    Subd. 7.  No offeror may acquire from any resident of this 
state in any manner any equity securities of any class of a 
target company at any time within two years following the last 
purchase of securities pursuant to a take-over offer with 
respect to that class, including, but not limited to, 
acquisitions made by purchase, exchange, merger, consolidation, 
partial or complete liquidation, redemption, reverse stock 
split, recapitalization, reorganization or any other similar 
transaction, unless the holders of the equity securities are 
afforded, at the time of the acquisition, a reasonable 
opportunity to dispose of the securities to the offeror upon 
substantially equivalent terms as those provided in the earlier 
take-over offer.  
     Sec. 11.  Minnesota Statutes 1982, section 80B.07, is 
amended to read: 
    80B.07 [ADMINISTRATION, RULES AND ORDERS.] 
    Subdivision 1.  Sections 80B.01 to 80B.13 shall be 
administered by In administering the provisions of sections 
80B.01 to 80B.13, the commissioner of securities and real 
estate, who may exercise all powers granted to him under chapter 
80A, which are not inconsistent with sections 80B.01 to 80B.13.  
    Subd. 2.  The commissioner may make and adopt such rules 
and forms as are necessary to carry out the purposes of sections 
80B.01 to 80B.13, including, without limitation, rules defining 
terms used in sections 80B.01 to 80B.13.  
    Subd. 3.  The commissioner may by rule or order exempt from 
any provisions of sections 80B.01 to 80B.13 any proposed 
take-over offers offer or any category or type of take-over 
offer which he the commissioner determines are does not made 
for have the purpose and do not have the or effect of changing 
or influencing the control of a target company or where he 
determines that compliance with sections 80B.01 to 80B.13 is not 
necessary for the protection of the offerees, and he the 
commissioner may similarly exempt any persons from the 
requirement of filing statements under sections 80B.01 to 80B.13.
     Sec. 12.  Minnesota Statutes 1982, section 80B.08, is 
amended to read: 
    80B.08 [FEES AND EXPENSES.] 
    The commissioner shall charge a filing fee of $100 $250 for 
a registration statement filed by an offeror and $100 for a 
request for hearing filed by a target company or its 
shareholders.  The expenses reasonably attributable to any 
hearing scheduled at the request of the target company or its 
shareholders shall be charged ratably to the offeror and the 
person requesting the hearing, but the total amount charged 
shall not exceed $500.  
     Sec. 13.  Minnesota Statutes 1982, section 80B.10, is 
amended to read: 
    80B.10 [PENALTIES.] 
    Subdivision 1.  Any person, including a controlling person 
of an offeror or target company, who violates sections 80B.03 to 
80B.06 any provision of sections 80B.01 to 80B.13 or any rule 
thereunder, or any order of the commissioner of which he this 
person has notice, or who willfully violates section 80B.02 or 
any rule or order thereunder, may be fined not more than $5,000 
$25,000 or imprisoned not more than five years or both.  Each of 
the acts specified shall constitute a separate offense and a 
prosecution or conviction for any one of such offenses shall not 
bar prosecution or conviction for any other offense.  No 
indictment or information may be returned under sections 80B.01 
to 80B.13 more than six years after the alleged violation.  
    Subd. 2.  The commissioner may refer such evidence as is 
available concerning violations of sections 80B.01 to 80B.13 or 
of any rule or order hereunder to the attorney general or the 
county attorney of the appropriate county who may, with or 
without any reference, institute the appropriate criminal 
proceedings under sections 80B.01 to 80B.13.  If referred to a 
county attorney, he shall within 90 days file with the 
commissioner a statement concerning any action taken or, if no 
action has been taken, the reasons therefor.  
    Subd. 3.  Nothing in sections 80B.01 to 80B.13 limits the 
power of the state to punish any person for any conduct which 
constitutes a crime under any other statute.  
     Subd. 4.  All shares acquired from a Minnesota resident in 
violation of any provision of this chapter or any rule 
hereunder, or any order of the commissioner of which the person 
has notice, shall be denied voting rights for one year after 
acquisition, the shares shall be nontransferable on the books of 
the target company for one year after acquisition and the target 
company shall, during this one-year period, have the option to 
call the shares for redemption either at the price at which the 
shares were acquired or at book value per share as of the last 
day of the fiscal quarter ended prior to the date of the call 
for redemption.  Such a redemption shall occur on the date set 
in the call notice but not later than 60 days after the call 
notice is given.  
     Sec. 14.  Minnesota Statutes 1982, section 302A.011, is 
amended by adding a subdivision to read:  
     Subd. 37.  [ACQUIRING PERSON.] "Acquiring person" means a 
person that is required to deliver an information statement 
under section 18.  
    Sec. 15.  Minnesota Statutes 1982, section 302A.011, is 
amended by adding a subdivision to read:  
    Subd. 38.  [CONTROL SHARE ACQUISITION.] "Control share 
acquisition" means an acquisition of shares of an issuing public 
corporation resulting in beneficial ownership by an acquiring 
person of a new range of voting power specified in section 18, 
subdivision 2, paragraph (d), but does not include any of the 
following:  
    (1) an acquisition before, or pursuant to an agreement 
entered into before, the effective date of this section;  
    (2) an acquisition by a donee pursuant to an inter vivos 
gift not made to avoid section 18 or by a distributee as defined 
in section 524.1-201, clause (10);  
    (3) an acquisition pursuant to a security agreement not 
created to avoid section 18;  
    (4) an acquisition under sections 302A.601 to 302A.661, if 
the issuing public corporation is a party to the transaction; or 
    (5) an acquisition from the issuing public corporation.  
    Sec. 16.  Minnesota Statutes 1982, section 302A.011, is 
amended by adding a subdivision to read:  
    Subd. 39.  [ISSUING PUBLIC CORPORATION.] "Issuing public 
corporation" means a corporation with at least 50 shareholders 
and having its principal place of business or substantial assets 
located in this state.  
    Sec. 17.  Minnesota Statutes 1982, section 302A.449, is 
amended by adding a subdivision to read:  
    Subd. 7.  [PROXY IN CONTROL SHARE ACQUISITION.] 
Notwithstanding any contrary provision of this chapter, a proxy 
relating to a meeting of shareholders required under section 18, 
subdivision 3, must be solicited separately from the offer to 
purchase or solicitation of an offer to sell shares of the 
issuing public corporation and must not be solicited sooner than 
30 days before the meeting unless otherwise agreed in writing by 
the acquiring person and the issuing public corporation.  
    Sec. 18.  [302A.671] [CONTROL SHARE ACQUISITIONS.] 
    Subdivision 1.  [AUTHORIZATION IN ARTICLES.] (a) Unless 
otherwise expressly provided in the articles of an issuing 
public corporation, this section applies to a control share 
acquisition.  
    (b) All shares acquired by an acquiring person in violation 
of subdivision 4 shall be denied voting rights for one year 
after acquistion, the shares shall be nontransferable on the 
books of the corporation for one year after acquisition and the 
corporation shall, during the one-year period, have the option 
to call the shares for redemption either at the price at which 
the shares were acquired or at book value per share as of the 
last day of the fiscal quarter ended prior to the date of the 
call for redemption.  Such a redemption shall occur on the date 
set in the call notice but not later than 60 days after the call 
notice is given.  
    Subd. 2.  [INFORMATION STATEMENT.] A person proposing to 
make a control share acquisition shall deliver to the issuing 
public corporation at its principal executive office an 
information statement containing all of the following:  
    (a) the identity of the person;  
    (b) a reference that the statement is made under this 
section;  
    (c) the number of shares of the issuing public corporation 
beneficially owned by the person; 
     (d) a specification of which of the following ranges of 
voting power in the election of directors would result from 
consummation of the control share acquisition:  
    (1) at least ten percent but less than 20 percent;  
    (2) at least 20 percent but less than 30 percent;  
     (3) at least 30 percent but less than 40 percent; 
     (4) at least 40 percent but less than a majority; 
    (5) at least a majority; and 
     (e) the terms of the proposed control share acquisition, 
including, but not limited to, the source of funds or other 
consideration and the material terms of the financial 
arrangements for the control share acquisition, any plans or 
proposals of the acquiring person to liquidate the issuing 
public corporation, to sell all or substantially all of its 
assets, or merge it or exchange its shares with any other 
person, to change the location of its principal executive office 
or of a material portion of its business activities, to change 
materially its management or policies of employment, to alter 
materially its relationship with suppliers or customers or the 
communities in which it operates, or make any other material 
change in its business, corporate structure, management or 
personnel, and such other information which would affect the 
decision of a shareholder with respect to voting on the proposed 
control share acquisition.  
     Subd. 3.  [MEETING OF SHAREHOLDERS.] Within five days after 
receipt of an information statement pursuant to subdivision 2, a 
special meeting of the shareholders of the issuing public 
corporation shall be called pursuant to section 302A.433, 
subdivision 1, to vote on the proposed control share 
acquisition.  The meeting shall be held no later than 55 days 
after receipt of the information statement, unless the acquiring 
person agrees to a later date, and no sooner than 30 days after 
receipt of the information statement, if the acquiring person so 
requests in writing when delivering the information statement. 
The notice of the meeting shall at a minimum be accompanied by a 
copy of the information statement and a statement disclosing 
that the issuing public company recommends acceptance of, 
expresses no opinion and is remaining neutral toward, or is 
unable to take a position with respect to the proposed control 
share acquisition.  The notice of meeting shall be given within 
25 days after receipt of the information statement.  
     Subd. 4.  [CONSUMMATION OF CONTROL SHARE ACQUISITION.] (a) 
The acquiring person may consummate the proposed control share 
acquisition if and only if both of the following occur:  
     (1) the proposed control share acquisition is approved by 
the affirmative vote of the holders of a majority of the voting 
power of all shares entitled to vote which are not beneficially 
owned by the acquiring person.  A class or series of shares of 
the corporation is entitled to vote as a class or series if any 
provision of the control share acquisition would, if contained 
in a proposed amendment to the articles, entitle the class or 
series to vote as a class or series; and 
     (2) the proposed control share acquisition is consummated 
within 180 days after shareholder approval.  
    Sec. 19.  [REPEALER.] 
     Minnesota Statutes 1982, sections 80B.02; 80B.03, 
subdivisions 3 and 4; and 80B.12, subdivisions 1 and 3, are 
repealed. 
    Approved April 25, 1984