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Home / Opinion Digests / Bylaw change cannot redefine minority shareholder protection (access required)

Bylaw change cannot redefine minority shareholder protection (access required)

Corporate directors cannot avoid obtaining minority shareholder approval to sell a company by amending its bylaws to redefine a statutory safe harbor provision. The statutory provision is designed to protect minority shareholders when a sale would leave the company without a “significant continuing business activity.” A corporation, with a supermajority vote, can opt out of the safe ...