Whetstone v. Hossfeld Manufacturing Co.

YETKA, Justice.

This case involves the question of whether certain amendments to the articles of incorporation and bylaws of a closely held corporation entitle a minority shareholder, under Minn.Stat. § 302A.471 (1988), to dissent from these changes and obtain payment for the fair value of the shareholder’s shares. The trial court found in favor of the minority shareholder, but was reversed by the court of appeals. We reverse the latter and reinstate the trial court's decision.

Appellant is a shareholder in a Minnesota closely held corporation. In 1988, the president of the corporation…