- 13 -
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.
Page: Previous 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 NextLast modified: May 25, 2011