- House Committee Substitute -

HCS/SB 394 - A corporation may, by including a provision in its articles of incorporation allow creditors the right to vote, inspect records or any other rights that a shareholder possesses. Notice of postponement of a shareholders meeting no longer must precede the date originally set for the meeting.

A class or series of stockholders may elect directors in accordance with the article of incorporation, provided the articles of incorporation allow such an election. When vacancies occur in such directorships, a majority of the then existing directors of such class, classes or series may fill the vacancy.

A corporation in its articles of incorporation or by action of its Board of Directors may waive in advance opportunities the corporation might be entitled under the corporate opportunity doctrine.

Mergers or consolidations solely between certain general partnerships are governed by provisions of the Uniform Partnership Law. The act revises the procedure for mergers and consolidations under the Uniform Partnership Law and authorizes domestic general partnerships to merge or consolidate with other business entities. A shareholder with voting rights who objects to a merger or consolidation is given the right to appraisal if the objection is filed prior to the meeting of the shareholders. Such remedy shall be the exclusive remedy of the shareholder, except in cases of fraud or lack of authorization for the transaction.

The "Missouri Corporate Governance Act" is created. This act requires corporations with at least 25 Missouri investors to have one independent director on their board of directors before their securities can be sold in Missouri. Further, the act prohibits corporations with at least 25 Missouri investors from making loans to their officers or directors, prohibits the destruction of any evidence or documents relating to any securities investigation, and authorizes the Commissioner of Securities to enforce the act.

JIM ERTLE