Shareholder agreements are common among owners of closely held corporations or LLCs. These agreements are generally enforceable under Minnesota law. 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 aware of. Specifically, many shareholder agreements require that an individual must remain employed by the company to remain a shareholder. Such a provision may appear to be an innocuous safeguard against absentee ownership. But these provisions can create perverse incentives when coupled with another provision that requires a departing shareholder to sell his interest at a buyout price determined by a fixed formula – book value or perhaps even a fixed, nominal price.
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 bottom-to-top renovation of his house, and he’s also driving a new vehicle that must have cost at least six times as much as the car he bought last year. How can you find out what’s going on inside the company? You’re the president of a company, and one of the smaller shareholders is demanding access to the company’s financial and customer data. Last month this same shareholder asked if you were interested in buying his shares. You suspect he’s now asking for company information because he wants to start his own competing business. Can you refuse to let him see any of the company records?
“Shareholder oppression” is action by the directors or controlling shareholders of a closely held corporation  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, limited only by the imaginations and opportunities of controlling shareholders. For example, the Minnesota Supreme Court once held that a reverse stock split could constitute unfairly prejudicial conduct, though the Court determined that no oppression had occurred in that particular case. See U.S. Bank N.A. v. Cold Spring Granite Co., 802 N.W.2d 363, 377-79 (Minn. 2011). See also 1 F. Hodge O’Neal & Robert B. Thompson, O’Neal & Thompson’s Oppression of Minority Shareholders and LLC Members § 1:3, ch. 3-4 (2d ed., 2018 supp.). Termination of Employment. A minority shareholder who is fired from employment at the corporation he partially owns may have a claim for shareholder oppression. In a close corporation, the pay received by the shareholders for working at the corporation they own may be a “vital component” of the shareholders’ return on their investment. Gunderson v. All. of Computer Professionals, Inc., 628 N.W.2d 173, 189 (Minn. Ct. App. 2001). This is because “dividends are rarely distributed in a close corporation. . . . Rather, ‘shareholders derive their income mainly from salaries and perquisites.’” Berreman, 615 N.W.2d at 367–68. In other words, even if a close corporation generates minimal profit each year or barely breaks even, the investors may be satisfied with the performance of their investment because the investment provides them with a job. In such a case, a shareholder terminated by the corporation essentially loses the entire value of his investment, since he likely will not receive any dividends from owning the stock. The …
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.