Business Litigation

Long ago, the United States Supreme Court held that majority shareholders “have the right to control; but when it does so, it occupies a fiduciary relation toward the minority, as much so as the corporation itself or its officers and directors.”  S. Pac. Co. v. Bogert, 250 U.S. 483, 487-88 (1919).  And we covered such a fiduciary duty in our…

Courts across the Country, including Minnesota, Iowa, Wisconsin and Arizona[1], “recognize the authority of corporate directors and want corporations to control their own destiny.”[2]  But “courts also provide a critical mechanism to hold directors accountable for their decisions by allowing shareholder derivative suits” in which the shareholder steps into the shoes of the corporation to seek redress.[3] How are these…

We looked at the fiduciary duties that shareholders owe each other in Minnesota.  How do those differ from the other states we are licensed to practice in, namely Iowa, Wisconsin and Arizona?  There are some key differences. IOWA: The Iowa Supreme Court adopted a reasonableness standard in the Baur v. Baur Farms, Inc., 832 N.W.2d 663 (Iowa 2013) case related…

What duties do shareholders in Minnesota owe each other?  Breach of fiduciary duty claims are asserted when the shareholder relationship has deteriorated.  These claims are often factually intensive.  They can also be emotionally taxing if the shareholder relationship started from or grew into a friendship or involves claims between family members. Shareholders of closely held corporations in Minnesota owe one…

Today’s blog takes a dive into what is a shareholder oppression claim in Minnesota.  Such a claim can help remedy a shareholder that has been squeezed out or been the subject of unfairly prejudicial conduct that frustrated their reasonable expectations. Shareholders of a closely held corporation have a fiduciary duty to observe “the highest standard of integrity in their dealings…