Justia Business Law Opinion Summaries

Appellants were trustees of eight family trusts. After stock of closely-held corporation belonging to the trusts was fractionalized in a reverse stock split and Appellants were forced to accept cash in exchange for their shares, Appellants brought suit against the corporation. The district court dismissed all of Appellants' claims. The court of appeals affirmed. The Supreme Court affirmed, holding (1) the valuation of the stock was not the product of common law fraud; (2) Minn. Stat. 302A.471 does not provide for dissenters' rights in the event of a reverse stock split; (3) Appellants were not entitled to equitable relief under Minn. Stat. 302A.751 because the corporation did not frustrate Appellants' reasonable expectations as shareholders; (4) merely conducting an involuntary redemption of Appellants' stock at a fair price, without more, did not constitute a breach of fiduciary duty; and (5) the district court did not err in determining the fair value of Appellants' stock when it adopted a valuation that relied in part on asset value.

In 2008, Olmsted County changed the property tax classification of farmland owned by Frederick Farms from agricultural-homestead to agricultural-nonhomestead property. The tax court denied Frederick Farms' petition to change the classification of the property back to agricultural homestead for taxes payable in 2009 and later. Frederick Farms appealed, arguing that it was operating a joint family farm venture with its sole shareholder, James Frederick, and that the County must classify the property as agricultural homestead because it was used by the joint family farm venture. The Supreme Court affirmed the decision of the tax court, concluding (1) that a joint family farm venture must own or lease, and not merely use, the property in order for a participant of the joint family farm venture to claim an agricultural-homestead classification; and (2) because the family farm corporation, not the joint family farm venture, owned the land in question, Frederick Farms was not entitled to claim an agricultural-homestead classification as a participant in a joint family farm venture.