- 14 - 2000). In fact, Minnesota courts are authorized to “grant any equitable relief” deemed just when those in control of a corporation have acted “in a manner unfairly prejudicial toward one or more shareholders”. Minn. Stat. Ann. sec. 302A.751(1)(b)(2). Unfairly prejudicial conduct has also been further defined as “conduct that frustrates the reasonable expectations of shareholders in their capacity as shareholders or directors of a corporation that is not publicly held or as officers or employees of a closely held corporation.” Berreman v. W. Publg. Co., 615 N.W.2d 362, 374 (Minn. Ct. App. 2000). Accordingly, it would appear that the rights of the Foundation under Minnesota law are intertwined with and could be limited by the reasonable expectations of the minority shareholders. Such expectations, in turn, would depend upon all of the circumstances relating to the preparation and carrying out of decedent’s estate plan, including the reasonableness of potential interpretations of the Redemption Agreement. As the record is largely devoid of evidence pertaining to relevant surrounding circumstances, we cannot now rule as a matter of law that the Foundation did or did not have a right to recapitalize SSE. B. Equal Diminishment of Value Petitioners further argue that, in the event we disagree with their primary position, we should nevertheless grant summaryPage: Previous 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 Next
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