Whetstone v. Hossfeld Manufacturing Co.

OPINION

HUSPENI, Judge.

After a grant of partial summary judgment, appellant Hossfeld Manufacturing Company was ordered to pay respondent shareholder Whetstone, who owned 36% of Hossfeld, the value of his shares on the grounds that amendments eliminating the 30% veto power entitled Whetstone to assert the rights of a dissenting shareholder. We reverse.

FACTS

Appellant Hossfeld corporation was incorporated in 1947 pursuant to Minn.Stat. Chapter 301. Its articles and bylaws provided in relevant part that:

1. Any holder of at least 30% of the shares could veto the election of a director, unless the…