McMinn v. MBF Operating Acquisition Corp.

OPINION

BOSSON, Justice.

{1} Plaintiff Rory A. McMinn (“McMinn”) was a non-controlling shareholder in a closely-held corporation whose interest in the corporation was eliminated by the controlling shareholders through the use of a “freeze out” merger transaction. That transaction involved two steps. First, the controlling shareholders formed a “shell” corporation, an entity set up for the sole purpose of merging with the existing corporation, of which they were the sole directors. Second, the controlling shareholders caused the shell corporation to merge with the existing corporation, with one…