MN HF747

Establishes procedures for ratifying "defective corporate acts" (void or voidable corporate actions due to authorization failures) through board resolutions and, when required, shareholder approval, with a 120-day statute of limitations for challenges after ratification

Defines "emergency" to include pandemics, cyber attacks, natural disasters, and government emergency declarations, and authorizes corporations to adopt emergency bylaws with modified procedures for board meetings, quorum requirements, and shareholder meeting postponements

Allows publicly held corporations to include provisions in their articles eliminating or limiting officers' personal liability for monetary damages for breach of fiduciary duty, with exceptions for loyalty breaches, bad faith acts, and improper personal benefits

Expands shareholder dissenter rights to include amendments that diminish or abolish the board's right to manage corporate business and affairs, and updates the market-out exception to reference any SEC-registered national securities exchange

Permits merger and exchange plans to include penalties for parties that fail to perform their obligations and to appoint shareholder representatives with exclusive authority to enforce shareholder rights and bring claims on their behalf