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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 summary
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