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shares of common stock from Elmer's estate. Later, petitioner
appointed his son to be a director of Madison. Petitioner and
his son amended the resolution to increase, by 250 shares, the
number of preferred shares that were to be redeemed by Madison.
On February 21, 1991, petitioner and his son held another
directors' meeting. At this meeting, they authorized the
issuance of 2,000 shares of Madison common stock to petitioner in
exchange for a reduction in Madison's debt owed to him.
Elmer's heirs filed a lawsuit in the Iowa District Court for
Madison County, alleging petitioner had breached a fiduciary duty
owed to Madison shareholders by authorizing the issuance of the
2,000 shares of common stock to himself, and by attempting to
have Madison redeem the common and preferred stock from the
heirs. Petitioner counterclaimed, seeking various remedies
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