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Subdivision 1.Standard; liability.
A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person who so performs those duties is not liable by reason of being or having been a director of the corporation.
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Subd. 2.Reliance.
(a) A director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
(1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2) counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence; or
(3) a committee of the board upon which the director does not serve, duly established in accordance with section 302A.241, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.
(b) Paragraph (a) does not apply to a director who has knowledge concerning the matter in question that makes the reliance otherwise permitted by paragraph (a) unwarranted.
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Subd. 3.Presumption of assent; dissent.
A director who is present at a meeting of the board when an action is approved by the affirmative vote of a majority of the directors present is presumed to have assented to the action approved, unless the director:
(a) objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, in which case the director shall not be considered to be present at the meeting for any purpose of this chapter;
(b) votes against the action at the meeting; or
(c) is prohibited by section 302A.255 from voting on the action.
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Subd. 4.Elimination or limitation of liability.
A director's personal liability to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles. The articles shall not eliminate or limit the liability of a director:
(a) for any breach of the director's duty of loyalty to the corporation or its shareholders;
(b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(c) under section 302A.559 or 80A.76;
(d) for any transaction from which the director derived an improper personal benefit; or
(e) for any act or omission occurring prior to the date when the provision in the articles eliminating or limiting liability becomes effective.
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Subd. 5.Considerations.
In discharging the duties of the position of director, a director may, in considering the best interests of the corporation, consider the interests of the corporation's employees, customers, suppliers, and creditors, the economy of the state and nation, community and societal considerations, and the long-term as well as short-term interests of the corporation and its shareholders including the possibility that these interests may be best served by the continued independence of the corporation.
Notes of Decisions
PJ Acquisition Corp. v. Skoglund, 453 N.W.2d 1 (Minn. 1990).
· cites it 20× “Minn.Stat. § 302A.251, subd. 1 (1988). The identical standard is applicable to officers of a corporation via Minn.”
Bolander v. Bolander, 703 N.W.2d 529 (Minn. Ct. App. 2005).
· cites it 10× “an officer or director of the corporation violates a provision of this chapter, a court in this state may, in an action brought by a shareholder of the corporation, grant any equitable relief it deems just and reasonable in the circumstances and award expenses, including…”
Sundberg v. Abbott, 423 N.W.2d 686 (Minn. Ct. App. 1988).
· cites it 6× “2d 505 (1975), the majority shareholders in a close corporation owe a fiduciary duty to the minority which requires that if the corporation purchases the stock of a member of the controlling shareholder group, it must offer all other shareholders an equal opportunity to sell…”
St. Paul Fire & Marine Ins. Co. v. Perl, 415 N.W.2d 663 (Minn. 1987).
· cites it 4× “In fact, in 1987, the legislature amended Minn. Stat. § 302A.251 (1986), adding a subdivision which specifically authorizes the elimination of a director's personal liability to the corporation for breach of fiduciary duty (with limited exceptions).”
S. Minnesota Mun. Power Agency v. Boyne, 578 N.W.2d 362 (Minn. 1998).
· cites it 4× “Minn.Stat. § 302A.251, subd. 1 (1996). Directors of private corporations are also personally liable for a breach of loyalty, acts or omissions made in bad faith or that involve intentional misconduct or a knowing violation of the law, or for any transaction from which the…”
In re Xcel Energy, Inc., 222 F.R.D. 603 (D. Minnesota 2004).
· cites it 2× “In Minnesota, the business judgment rule is codified at Minn.Stat. § 302A.251. . Plaintiff does allege that defendants Brunetti and McIntyre made specific public statements, ostensibly in their roles as officers of the corporation.”
Leonard v. Mylex Corp. (In Re Northgate Comput. Sys., Inc.), 240 B.R. 328 (Bankr. D. Minn. 1999).
· cites it 2× “The current repository of the statutory duty is Minn. Stat. § 302A.251 subd. 1: A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care an…”
Kococinski ex rel. Medtronic, Inc. v. Collins, 935 F. Supp. 2d 909 (D. Minnesota 2013).
· cites it 4× “Minn. Stat. § 302A.251, subd. 4. Medtronic’s Articles of Incorporation contain an exculpatory clause which limits its directors’ liability to the full extent allowed by Minnesota law.”
Sundberg v. Lampert Lumber Co., 390 N.W.2d 352 (Minn. Ct. App. 1986).
· cites it 10× “Did the trial court err in determining that Lampert is obligated to purchase respondents stock because of a violation of Minn.Stat. § 302A.251 (1984)? ANALYSIS The trial court identified three separate bases for its decision: (1) Minn.”
Blohm v. Kelly, 765 N.W.2d 147 (Minn. Ct. App. 2009).
· cites it 2× “20, 1992), and the Minnesota Business Corporation Act, see Minn.Stat. §§ 302A.251, subd. 1, .361 (2008).”
Markewich Ex Rel. Medtronic, Inc. v. Collins, 622 F. Supp. 2d 802 (D. Minnesota 2009).
· cites it 2× “See Minn.Stat. § 302A.251(2). Moreover, Plaintiff has not pleaded the Director Defendants' knowledge of the issues they were required to prevent or correct, nor has she pleaded any facts indicating their knowledge of substantial inadequacies in the performance of their oversight…”
— Minn. Stat. § 302A.251(1) — 1 case
— Minn. Stat. § 302A.251(2) — 2 cases
Markewich Ex Rel. Medtronic, Inc. v. Collins, 622 F. Supp. 2d 802 (D. Minnesota 2009).
“See Minn.Stat. § 302A.251(2). Moreover, Plaintiff has not pleaded the Director Defendants' knowledge of the issues they were required to prevent or correct, nor has she pleaded any facts indicating their knowledge of substantial inadequacies in the performance of their oversight…”
— Minn. Stat. § 302A.251(4) — 1 case
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