In a published decision issued on January 14, 2019, the Minnesota Court of Appeals affirmed the trial court’s fair value buyout order in favor of firm client Kim Lund.
Minority shareholders “are in a vulnerable position,” and Minn. Stat. § 302A.751 “provides the flexibility for a trial judge to exercise a broad grant of equitable authority.” Op. at 10. The Court of Appeals found that “the undisputed facts support the district court’s determination that Kim reasonably expected liquidity and financial independence. Op. at 9. *** The district court determined that Kim was in a particularly vulnerable position as a minority shareholder who lacked management rights and had no hand in creating the trust instruments or corporate-governance documents. It noted the increasing acrimony between Kim and her siblings and pressing needs for estate and corporate planning.” Op. at 11.
Attorney Dressen, who argued the case before the Court of Appeals, commented that “[t]he court’s published decision provides further support for long-standing Minnesota law providing that the District Courts have discretion to exercise their equitable powers to permanently resolve closely held business disputes based upon the facts and circumstances of each case.”
Click here for PDF of article (reprinted with permission of Minnesota Lawyer).