Rainforest Cafe, Inc. v. State Investment Board

OPINION

PETERSON, Judge.

After LSR Acquisition Corp. (LSR), a wholly owned subsidiary of Landry’s Seafood Restaurants, Inc. (Landry’s), acquired a majority of the shares of Rainforest Café, Inc., (Rainforest I), LSR and Rainforest I merged to form respondent Rainforest Café, Inc. (Rainforest II). Appellants, State of Wisconsin Investment Board (SWIB) et. al., owned shares of Rainforest I. Appellants dissented from the merger and asserted dissenters’ rights under Minn.Stat. § 302A.473, subd. 6 (2002), seeking payment for the fair value of their shares, and respondent initiated an appraisal…