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Minority Shareholder Rights-Revisited

September 1, 1999
The Hennepin Lawyer
Author: Joe Anthony (co-authored with Karlyn Boraas)

With the stroke of its pen, a three-judge panel of the Minnesota Court of Appeals may have done more damage to minority shareholder rights in Minnesota than 15 years of lobbying by corporate managers.

In the recently announced decision of Skoglund v. Brady, 541 N.W.2d 17 (Minn. Ct. App. 1995), the court imposed procedural and substantive hurdles which may be difficult for minority shareholders to clear. The requirements that were recently imposed by the court of appeals are arguably unsupported by the language of the statute and inconsistent with the spirit of the legislation.

This article will briefly discuss the conditions which led to the enactment of the Minnesota Business Corporation Act in 1981 and will touch on the important changes in that act over the past 15 years. Finally, it will end with a special emphasis on the impact of the recently announced Skoglund decision. Read more.