Minn. Stat. § 302A.011
Subd. 1. Scope.
For the purposes of this chapter, unless the language or context clearly indicates that a different meaning is intended, the words, terms, and phrases defined in this section have the meanings given them.
Subd. 2.
[Repealed, 2006 c 250 art 1 s 45]
Subd. 3. Address.
"Address" means mailing address, including a zip code. In the case of a registered office or principal executive office, the term means the mailing address and the actual office location which shall not be a post office box.
Subd. 4. Articles.
"Articles" means, in the case of a corporation incorporated under or governed by this chapter, articles of incorporation, articles of amendment, a resolution of election to become governed by this chapter, a demand retaining the two-thirds majority for shareholder approval of certain transactions, a statement of change of registered office, registered agent, or name of registered agent, a statement establishing or fixing the rights and preferences of a class or series of shares, a statement of cancellation of authorized shares, articles of merger, articles of conversion, articles of abandonment, and articles of dissolution. In the case of a foreign corporation, the term includes all documents serving a similar function required to be filed with the secretary of state or other officer of the foreign corporation's state of incorporation. In the case of a corporation formed under chapter 300, the term means the certificate of incorporation.
Subd. 5. Board.
"Board" means the board of directors of a corporation.
Subd. 6. Class.
"Class," when used with reference to shares, means a category of shares that differs in designation or one or more rights or preferences from another category of shares of the corporation.
Subd. 6a. Closely held corporation.
"Closely held corporation" means a corporation which does not have more than 35 shareholders.
Subd. 7. Constituent corporation.
"Constituent corporation" means a corporation or a foreign corporation that:
Subd. 8. Corporation; domestic corporation.
"Corporation" or "domestic corporation" means a corporation, other than a foreign corporation, organized for profit and incorporated under or governed by this chapter.
Subd. 9. Director.
"Director" means a member of the board.
Subd. 10. Distribution.
"Distribution" means a direct or indirect transfer of money or other property, other than its own shares, with or without consideration, or an incurrence or issuance of indebtedness, by a corporation to any of its shareholders in respect of its shares. A distribution may be in the form of a dividend or a distribution in liquidation, or as consideration for the purchase, redemption, or other acquisition of its shares, or otherwise.
Subd. 11. Filed with the secretary of state.
"Filed with the secretary of state" means that a document meeting the applicable requirements of this chapter, signed and accompanied by a filing fee of $35, has been delivered to the secretary of state of this state. The secretary of state shall endorse on the document the word "Filed" and the month, day, and year of filing, record the document in the Office of the Secretary of State, and return a document to the person who delivered it for filing.
Subd. 12. Foreign corporation.
"Foreign corporation" means an organization organized for profit that is incorporated under laws other than the laws of this state for a purpose or purposes for which a corporation may be incorporated under this chapter.
Subd. 13. Good faith.
"Good faith" means honesty in fact in the conduct of the act or transaction concerned.
Subd. 14. Intentionally.
"Intentionally" means that the person referred to either has a purpose to do or fail to do the act or cause the result specified or believes that the act or failure to act, if successful, will cause that result. A person "intentionally" violates a statute if the person intentionally does the act or causes the result prohibited by the statute, or if the person intentionally fails to do the act or cause the result required by the statute, even though the person may not know of the existence or constitutionality of the statute or the scope or meaning of the terms used in the statute.
Subd. 15. Know; knowledge.
A person "knows" or has "knowledge" of a fact when the person has actual knowledge of it. A person does not "know" or have "knowledge" of a fact merely because the person has reason to know of the fact.
Subd. 16. Legal representative.
"Legal representative" means a person empowered to act for another person, including, but not limited to, an agent, officer, partner, or associate of, an organization; a trustee of a trust; a personal representative; an executor of a will; an administrator of an estate; a trustee in bankruptcy; and a receiver, guardian, custodian, or conservator of a person or a person's estate.
Subd. 17. Notice.
(b) In all other cases, "notice" is given to a person when:
Subd. 18. Officer.
"Officer" means the chief executive officer, the chief financial officer, a person elected, appointed, or otherwise designated as an officer pursuant to section 302A.311, and any other person deemed elected as an officer pursuant to section 302A.321. The term does not include a person elected, appointed, or otherwise designated chair of the board of the corporation, unless otherwise provided in the articles or bylaws.
Subd. 19. Organization.
"Organization" means a general partnership, including a limited liability partnership, limited partnership, including a limited liability limited partnership, limited liability company, business trust, corporation, or any other person having a governing statute. The term includes a domestic or foreign organization regardless of whether organized for profit.
Subd. 20. Outstanding shares.
"Outstanding shares" means all shares duly issued and not reacquired by a corporation.
Subd. 21. Parent.
"Parent" of a specified corporation means an organization that directly, or indirectly through related organizations, owns more than 50 percent of the voting power of the shares or other ownership interests entitled to vote for directors or other members of the governing body of the specified organization.
Subd. 22. Person.
"Person" includes a natural person, an organization, and any other association, business trust, estate, trust, enterprise, and any other legal or commercial entity.
Subd. 23. Principal executive office.
"Principal executive office" means an office where the elected or appointed chief executive officer of a corporation has an office. If the corporation has no elected or appointed chief executive officer, "principal executive office" means the registered office of the corporation.
Subd. 24. Registered office.
"Registered office" means the place in this state designated in the articles of a corporation as the registered office of the corporation.
Subd. 25. Related organization.
"Related organization" of a specified corporation means:
Subd. 26. Security.
"Security" has the meaning given it in section 80A.41(30).
Subd. 27. Series.
"Series" means a category of shares, within a class of shares authorized or issued by a corporation by or pursuant to its articles, that have some of the same rights and preferences as other shares within the same class, but that differ in designation or one or more rights and preferences from another category of shares within that class.
Subd. 28. Share.
"Share" means one of the units, however designated, into which the shareholders' ownership interests in a corporation are divided.
Subd. 29. Shareholder.
"Shareholder" means a person registered on the books or records of a corporation or its transfer agent or registrar as the owner of whole or fractional shares of the corporation.
Subd. 30. Signed.
Subd. 31. Subsidiary.
"Subsidiary" of a specified organization means an organization having more than 50 percent of the voting power of its shares or other ownership interests entitled to vote for directors or other members of the governing body of the organization owned directly, or indirectly through related organizations, by the specified organization.
Subd. 32. Surviving corporation.
"Surviving corporation" means the domestic or foreign corporation resulting from a merger.
Subd. 33.
[Repealed, 1997 c 10 art 1 s 33]
Subd. 34. Vote.
"Vote" includes authorization by written action.
Subd. 35.
[Repealed, 1982 c 497 s 73]
Subd. 36. Written action.
"Written action" means a record signed, or consented to by authenticated electronic communication, by all of the persons required to take the action described. The term also means the counterparts of a record signed, or consented to by authenticated electronic communication, by any of the persons taking the action described. Each counterpart constitutes the action of the persons signing or so consenting to it, and all the counterparts, taken together, constitute one written action by all of the persons signing or so consenting to them.
Subd. 37. Acquiring person.
"Acquiring person" means a person that makes or proposes to make a control share acquisition. When two or more persons act as a partnership, limited partnership, syndicate, or other group pursuant to any written or oral agreement, arrangement, relationship, understanding, or otherwise for the purposes of acquiring, owning, or voting shares of an issuing public corporation, all members of the partnership, syndicate, or other group constitute a "person."
"Acquiring person" does not include (a) a licensed broker/dealer or licensed underwriter who (1) purchases shares of an issuing public corporation solely for purposes of resale to the public and (2) is not acting in concert with an acquiring person, or (b) a person who becomes entitled to exercise or direct the exercise of a new range of voting power within any of the ranges specified in section 302A.671, subdivision 2, paragraph (d), solely as a result of a repurchase of shares by, or recapitalization of, the issuing public corporation or similar action unless (1) the repurchase, recapitalization, or similar action was proposed by or on behalf of, or pursuant to any written or oral agreement, arrangement, relationship, understanding, or otherwise with, the person or any affiliate or associate of the person or (2) the person thereafter acquires beneficial ownership, directly or indirectly, of outstanding shares entitled to vote of the issuing public corporation and, immediately after the acquisition, is entitled to exercise or direct the exercise of the same or a higher range of voting power under section 302A.671, subdivision 2, paragraph (d), as the person became entitled to exercise as a result of the repurchase, recapitalization, or similar action.
Subd. 38. Control share acquisition.
"Control share acquisition" means an acquisition, directly or indirectly, by an acquiring person of beneficial ownership of shares of an issuing public corporation that, except for section 302A.671, would, when added to all other shares of the issuing public corporation beneficially owned by the acquiring person, entitle the acquiring person, immediately after the acquisition, to exercise or direct the exercise of a new range of voting power within any of the ranges specified in section 302A.671, subdivision 2, paragraph (d), but does not include any of the following:
(h) an acquisition pursuant to an offer to purchase for cash pursuant to a tender offer, or to exchange for stock pursuant to an exchange offer, all shares of the voting stock of the issuing public corporation:
(2) pursuant to which the acquiring person will become the owner of over 50 percent of the voting stock of the issuing public corporation outstanding at the time of the transaction.
For purposes of this subdivision, shares beneficially owned by a plan described in clause (g), or by a fiduciary of a plan described in clause (g) pursuant to the plan, are not deemed to be beneficially owned by a person who is a fiduciary of the plan.
Subd. 39. Issuing public corporation.
"Issuing public corporation" means either: (1) a publicly held corporation that has at least 50 shareholders; or (2) any other corporation that has at least 100 shareholders, provided that if, before January 1, 1998, a corporation that has at least 50 shareholders elects to be an issuing public corporation by express amendment contained in the articles or bylaws, including bylaws approved by the board, that corporation is an issuing public corporation if it has at least 50 shareholders.
Subd. 40. Publicly held corporation.
"Publicly held corporation" means a corporation that has a class of equity securities registered pursuant to section 12, or is subject to section 15(d), of the Securities Exchange Act of 1934.
Subd. 41. Beneficial owner; beneficial ownership.
(a) "Beneficial owner," when used with respect to shares or other securities, includes, but is not limited to, any person who, directly or indirectly through any written or oral agreement, arrangement, relationship, understanding, or otherwise, has or shares the power to vote, or direct the voting of, the shares or securities or has or shares the power to dispose of, or direct the disposition of, the shares or securities, except that:
Subd. 42. Interested shares.
"Interested shares" means the shares of an issuing public corporation beneficially owned by any of the following persons: (1) the acquiring person, (2) any officer of the issuing public corporation, or (3) any employee of the issuing public corporation who is also a director of the issuing public corporation.
Subd. 43. Affiliate.
"Affiliate" means a person that directly or indirectly controls, is controlled by, or is under common control with, a specified person.
Subd. 44. Announcement date.
"Announcement date," when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination.
Subd. 45. Associate.
"Associate," when used to indicate a relationship with any person, means any of the following:
Subd. 46. Business combination.
"Business combination," when used in reference to any issuing public corporation and any interested shareholder of the issuing public corporation, means any of the following:
Subd. 47. Consummation date.
"Consummation date," with respect to any business combination, means the date of consummation of the business combination or, in the case of a business combination as to which a shareholder vote is taken, the later of (1) the business day before the vote or (2) 20 days before the date of consummation of the business combination.
Subd. 48. Control.
"Control," including the terms "controlling," "controlled by," and "under common control with," means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. A person's beneficial ownership of ten percent or more of the voting power of a corporation's outstanding shares entitled to vote in the election of directors creates a presumption that the person has control of the corporation. Notwithstanding the foregoing, a person is not considered to have control of a corporation if the person holds voting power, in good faith and not for the purpose of avoiding section 302A.673, as an agent, bank, broker, nominee, custodian, or trustee for one or more beneficial owners who do not individually or as a group have control of the corporation.
Subd. 49. Interested shareholder.
(b) If a person who has not been a beneficial owner of ten percent or more of the voting power of the outstanding shares entitled to vote of the issuing public corporation immediately prior to a repurchase of shares by, or recapitalization of, the issuing public corporation or similar action shall become a beneficial owner of ten percent or more of the voting power solely as a result of the share repurchase, recapitalization, or similar action, the person shall not be deemed to be the beneficial owner of ten percent or more of the voting power for purposes of paragraph (a), clause (1) or (2), unless:
(c) Interested shareholder does not include:
(3) a licensed broker/dealer or licensed underwriter who:
Subd. 50. Market value.
"Market value," when used in reference to shares or other property of any corporation, means the following:
(a) In the case of shares, the average closing sale price of a share during the 30 trading days immediately preceding the date in question or, with respect to the references in section 302A.553, subdivision 3, if a person or persons selling the shares have commenced a tender offer or have announced an intention to seek control of the corporation, during the 30 trading days preceding the earlier of the commencement of the tender offer or the making of the announcement, in either case:
(3) if the shares are not listed on any such exchange, on any system then in use.
If no quotation under clauses (1) through (3) is available, then the market value is the fair market value on the date in question of the shares as determined in good faith by the board of the corporation.
Subd. 51. Share acquisition date.
"Share acquisition date," with respect to any person and any issuing public corporation, means the date that the person first becomes an interested shareholder of the issuing public corporation. Notwithstanding the foregoing provisions of this subdivision:
Subd. 52. Offeror.
"Offeror" means a person who makes or in any way participates in making a takeover offer. Offeror does not include a bank or broker-dealer loaning funds to an offeror in the ordinary course of its business or a 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 takeover offer. When two or more persons act as a partnership, limited partnership, syndicate, or other group pursuant to any agreement, arrangement, relationship, understanding, or otherwise, whether or not in writing, for the purpose of acquiring, owning, or voting shares of a target company, all members of the partnership, syndicate, or other group constitute "a person."
Subd. 53. Takeover offer.
(a) "Takeover offer" means an offer to acquire shares of an issuing public corporation from a shareholder pursuant to a tender offer or request or invitation for tenders, if, after the acquisition of all shares acquired pursuant to the offer:
(b) Takeover offer does not include:
Subd. 54. Division or combination.
"Division" or "combination" means dividing or combining shares of a class or series, whether issued or unissued, into a greater or lesser number of shares of the same class or series.
Subd. 55. Acquiring organization.
"Acquiring organization" means a corporation, foreign corporation, or domestic or foreign limited liability company that acquires in an exchange the shares of a corporation or foreign corporation or the membership interests of a domestic or foreign limited liability company.
Subd. 56. Constituent organization.
"Constituent organization" means a corporation, foreign corporation, limited liability company or foreign limited liability company that:
Subd. 57. Owners.
"Owners" means shareholders in the case of a corporation or foreign corporation and members in the case of a limited liability company.
Subd. 58. Ownership interests.
"Ownership interests" means shares in the case of a corporation or foreign corporation, membership interests in the case of a limited liability company, and governance or transferable interests in the case of any other organization.
Subd. 59. Surviving organization.
"Surviving organization" means the corporation or foreign corporation or domestic or foreign limited liability company resulting from a merger.
Subd. 60. Electronic communication.
"Electronic communication" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient of the communication, and that may be directly reproduced in paper form by the recipient through an automated process.
Subd. 61. Remote communication.
"Remote communication" means communication via electronic communication, conference telephone, video conference, the Internet, or such other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis.
Subd. 62. Authenticated.
"Authenticated" means, with respect to an electronic communication, that the communication is delivered to the principal place of business of the corporation, or to an officer or agent of the corporation authorized by the corporation to receive the communication, and that the communication sets forth information from which the corporation can reasonably conclude that the communication was sent by the purported sender.
Subd. 63. Converted organization.
"Converted organization" means the organization into which a converting organization converts pursuant to sections 302A.682 to 302A.692.
Subd. 64. Converting organization.
"Converting organization" means an organization that converts into another organization pursuant to sections 302A.682 to 302A.692.
Subd. 65. Governing body.
"Governing body" means the body of an organization selected by its owners that has the ultimate power to determine the organization's policies and control its activities. The governing body of a domestic corporation is its board of directors, and the governing body of a domestic limited liability company is its board of governors.
Subd. 66. Limited liability company.
"Limited liability company" means either a domestic or a foreign limited liability company, unless specified otherwise in this chapter.
Subd. 67. Converting corporation.
"Converting corporation" means a converting organization that is a corporation.
Subd. 68. Organizational documents.
"Organizational documents" means:
Subd. 69. Personal liability.
"Personal liability" means liability for a debt, obligation, or other liability of an organization that is imposed on a person that co-owns, has an interest in, or is a member of the organization:
Subd. 70. Governing statute.
"Governing statute" means the statute that governs an organization's internal affairs.
Subd. 71. Record.
"Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
Subd. 72. Defective corporate act.
"Defective corporate act" means an overissue, an election or appointment of directors that is void or voidable due to a failure of authorization, or an act or transaction purportedly taken by or on behalf of the corporation that is and, at the time the act or transaction was purportedly taken, would have been within the corporation's power under section 302A.101 but is void or voidable due to a failure of authorization.
Subd. 73. Emergency.
"Emergency" means a situation during which it is impracticable for the corporation to conduct the corporation's affairs in accordance with this chapter, the articles, the bylaws, or as specified in a notice for the meeting previously given as a result of a catastrophic event or condition, including but not limited to an act of nature, an epidemic or pandemic, a technological failure or malfunction, a terrorist incident or an act of war, a cyber attack, a civil disturbance, or a governmental authority's emergency declaration.
Subd. 74. Failure of authorization.
"Failure of authorization" means the failure: (1) to authorize or effect an act or transaction in compliance with (i) this chapter, (ii) the articles or bylaws, (iii) any plan or agreement to which the corporation is a party, or (iv) the disclosure set forth in any proxy or consent solicitation statement, if and to the extent the failure renders the act or transaction void or voidable; or (2) of the board or an officer to authorize or approve an act or transaction taken by or on behalf of the corporation that requires board or officer approval for the act or transaction's due authorization.
Subd. 75. Overissue.
"Overissue" means the purported issuance of: (1) shares of a class or series in excess of the number of shares of the class or series the corporation has the power under the articles to issue under section 302A.401, subdivision 1, at the time of the issuance; or (2) shares of any class or series that are not then authorized for issuance by the articles.
Subd. 76. Putative shares.
"Putative shares" means shares, including shares issued upon exercise of rights to purchase, in each case, that were created or issued pursuant to a defective corporate act, that: (1) but for a failure of authorization, would constitute valid shares; or (2) the board is unable to determine are valid shares.
Subd. 77. Time of defective corporate act.
"Time of defective corporate act" means the date and time at which the defective corporate act was purportedly taken.
Subd. 78. Validation effective time.
"Validation effective time," with respect to a defective corporate act ratified under section 302A.166 or 302A.167, means the latest of:
Subd. 79. Valid shares.
"Valid shares" means shares that have been duly authorized and validly issued as required under this chapter.