Estate of Marvin M. Schwan - Page 13




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          petitioners maintain that, as a matter of law, the Foundation               
          received rights having the same value as those included in the              
          gross estate.  (In this connection, we note that while                      
          petitioners summarize their position in terms of the Foundation             
          possessing the “same rights” as were included in the gross                  
          estate, their principal argument rests more particularly on the             
          Foundation’s receiving potentially nonidentical rights having the           
          same value as those in the gross estate.)                                   
               Petitioners also raise the alternative point that even if a            
          postrecapitalization redemption of shares not originally                    
          designated voting could be prevented or enjoined, the                       
          Foundation’s power to recapitalize would in that event have                 
          enabled it to continue indefinitely in possession of a two-thirds           
          interest in both the equity and the voting power of SSE,                    
          mirroring the interest held by decedent.                                    
               The parties are seemingly in agreement, and we concur, that            
          Minnesota corporate law governs activities related to SSE.  We              
          conclude, however, that we cannot at this juncture appropriately            
          grant petitioners’ motion for summary judgment on the basis of              
          such law.                                                                   
               While Minnesota statutes may provide a mechanism for                   
          recapitalization of a corporation by majority shareholder vote,             
          they also contain certain protections for minority shareholders.            
          See Minn. Stat. Ann. secs. 302A.135, 302A.751 (West 1985 & Supp.            






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