In This Issue:

- Filing Pre-Clearance

- Squeeze Outs Through Reduction to Fractional Shares

- Interest in Dissenters’ Rights Actions

- Cross Entity Conversion

- Class or Series Voting on Amendments

- The Definition of “Officer”

- Standard of Conduct for Officers

- Delegation of Duties by Officers

- Merger Consideration

- Short-Form Mergers

- Effect of Mergers

- Shareholder Written Actions

- Excerpt from Filing Pre-Clearance:

The changes to chapter 5 of the Minnesota Statutes provides a mechanism by which the Secretary of State would pre-approve documents for filing, thereby allowing the eventual filing of the document without any further substantive review. By providing documents in advance and paying a $250 fee, filers could receive pre-clearance from the Secretary of State’s office or notification that the filing was deficient in some way. The procedure provides useful assurance that the documents will be accepted for filing in certain situations where an adverse effects may occur if there is a delay because documents are found deficient.