Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
Preview Page
CHAPTER 31
SHAREHOLDERS’ CONTROL
AGREEMENTS AND OTHER
SHAREHOLDER AGREEMENTS
Section
§ 31.01 Statutory Summary and Purpose of Shareholder Agreements
§ 31.02 Shareholder Voting Agreements
§ 31.03 Shareholder Control Agreements
§ 31.04 Shareholder Control Agreements—Requirements and Legal Effect
§ 31.05 Shareholder Control Agreements—Common Provisions
§ 31.06 Other Shareholder Agreements
§ 31.07 Corporate Control and Minority Rights
§ 31.01 Statutory Summary and Purpose of Shareholder
Agreements
Minnesota’s statutory scheme for the creation, governance and
dissolution of corporations provides a basic framework for corporate
business, but it generally does not provide sufficient procedural guidance
or enforceable rights to protect particular shareholders’ interests, or avoid
disputes over management and operation of the corporate enterprise, or
the sale or transfer of ownership. Almost every corporation with multiple
shareholders should consider using shareholder agreements to fill the
gaps of the basic statutory framework, to meet the specific needs of the
business enterprise and its owners, to plan in advance for the growth or
eventual sale or dissolution of the corporation, and to avoid costly
litigation in the event of disagreements among shareholders or
management. The need for shareholder agreements in closely-held
corporations is especially great to clarify and protect the reasonable
expectations of minority shareholders.1
Minnesota statutes recognize two types of shareholders’ agreement:
shareholder voting agreements2 and shareholder control agreements3.
Other kinds of shareholder agreements are not precluded,4 and Minnesota
courts have interpreted the Minnesota Business Corporation Act to allow
shareholder agreements on a “broad scope of matters” relating to
corporate business.5
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
