Govern Walz has signed legislation that includes the following changes to the Minnesota Business Corporation Act:

• Provides that bylaws may address emergency powers of a corporation where it is impracticable for the corporation to conduct affairs in accordance with the Minnesota Business Corporation Act
• Permits ratification or validation of defective corporate acts
• Allows a board to approve a “substantially final” form of an agreement and addresses later ratification in certain circumstances
• Permits a public corporation to provide for exculpation of officers similar to permitted exculpation of directors if set forth in the articles of incorporation
• Creates a right of specific performance for shareholders, beneficial owners and holders of voting trust certificates to enforce inspection rights with an award of attorney fees in certain circumstances
• Provides that a corporation can recover lost premiums paid on stock upon breach of a merger agreement in certain circumstances when set forth in the merger agreement
• Recognizes the right to appoint a shareholders’ representative to enforce certain rights in connection with a merger

The legislation will become effective August 1, 2025.