In January 2018, Briol & Benson obtained a favorable judicial valuation of a Wisconsin agricultural company on behalf of our client, a one-third shareholder of the company.
The client initially retained Briol & Benson to pursue claims of shareholder oppression against the other two owners, who were the company’s chief executive officer and another top executive. Responding aggressively, the opposing shareholders in March 2017 caused the company to file a preemptive lawsuit against our client. The company’s complaint asked the court to bar our client from bringing his claims in court and instead to defer consideration of the claims to a special litigation committee established by the company. The opposing shareholders then caused the company to appoint a special litigation committee to purportedly investigate our client’s claims – with the members of the committee selected by attorneys acting at the opposing shareholders’ direction.
Briol & Benson gave this transparent maneuvering an aggressive response, filing a motion with the court seeking a temporary restraining order against the company. After receiving briefing from both sides and hearing oral argument, the court agreed with us that the special litigation committee’s actions should not be treated with any deference or foreclose any of our client’s claims.1
Having thwarted the opposing shareholders’ preemptive strike, Briol & Benson negotiated an agreement that the opposing shareholders would buy out our client’s shares of the company, with the value of the shares to be determined by the court since the company would not agree to an acceptable price for the shares. This agreement eliminated the need to try our client’s shareholder oppression claims. Instead, the litigation proceeded directly to a trial on the value of the shares. After hearing evidence and argument, the court determined the value of the shares to be $30,789,333.
1 Specifically (and memorably), the court determined that while the court could not stop the company from appointing a committee and giving that committee whatever name the company wished, whether it be “special litigation committee,” “pretty ponies,” or “Rembrandt committee,” any decisions made by the company’s committee would not affect our client’s ability to bring his claims against the company.