Category

Corporate Law
The special litigation committee is a powerful tool, and corporations should not be allowed to resort to it prematurely: an analysis from Joseph Pull and Scott Benson, published in the most recent volume of the University of St. Thomas Law Journal.
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Shareholder agreements are common among owners of closely held corporations or LLCs. These agreements are generally enforceable under Minnesota law.[1] Frequently, such agreements include provisions governing the transfer of ownership interests. The interaction of certain combinations of common provisions governing the transfer of ownership interests can create unfortunate incentives that minority shareholder employees should be...
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You own some shares of a business, but you don’t work there and you’re not on the board of directors. The CEO just sent a letter regretfully informing you and the other owners that there won’t be any dividends this year. But you know from one of his neighbors that the CEO just started a...
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“Shareholder oppression” is action by the directors or controlling shareholders of a closely held corporation [1] that is unfairly prejudicial to a minority shareholder. Oppression can take many forms. Three examples – termination of a shareholder employee, financial freeze out, and exclusion from corporate affairs – are described here, but other types of oppression may also arise,...
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In most elections, the winners are chosen by majority or plurality vote. Minority shareholders in Minnesota corporations should know their rights to make an exception to this rule.
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In a one-person business,[1] there is no confusion about who calls the shots.  There is also no chance of disagreement concerning the operation of the business’s affairs. Confusion and disagreement can arise, however, when there is more than one person involved. Such confusion is unnecessary. Minnesota, like other states, has well-established rules determining who makes decisions...
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