M & I Marshall & Ilsley Bank v. Guaranty Financial, MHC

¶ 1. M&I Marshall & Ilsley Bank appeals a circuit court order dismissing M&I's state law claims on federal preemption grounds. M&I's state law claims sought to reverse an exchange of shares of stock between defendant Guaranty Bank and defendant GB REIT on the grounds that the stock exchange amounted to fraudulent transfer and conversion of M&I assets pledged as collateral for a loan made by M&I to the defendant entities.1 The collateral for the loan was the GB REIT preferred shares, which were more valuable than the Guaranty Bank preferred shares.

¶ 2. Preemption became an issue because a…