Sifferle v. Micom Corp.
Court of Appeals of Minnesota
1Opinion of the Court
OPINION
PARKER, Judge.
This appeal raises the question whether the Minnesota Business Corporation Act, Minn.Stat. §§ 302A.001-.917 (1984), permits a “freeze-out” merger which eliminates the minority shareholders for the purpose of taking private a previously public corporation. The trial court ruled that such a freeze-out merger was permissible and held that a minority shareholder’s sole remedy, absent fraud, was an appraisal under Minn.Stat. § 302A.471. We affirm.
FACTS
Micom Corporation is a Minnesota corporation whose shares have been publicly traded in the over-the-counter market since 1978.…
2Cases cited17 opinions
- Pepper v. LittonSupreme Court of the United States · 1939
- Weinberger v. UOP, Inc.Supreme Court of Delaware · 1983
- Yanow v. Teal Industries, Inc.Supreme Court of Connecticut · 1979
- Singer v. Magnavox Co.Supreme Court of Delaware · 1977
- Rabkin v. Philip A. Hunt Chemical Corp.Supreme Court of Delaware · 1985
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3Cited by14 opinions
- Popp Telcom, Formerly Known as Ldb International Corporation, Inc., Humbird Securities, Company Northern Securities, Company, Washington Sharecom, Inc. v. American Sharecom, Inc. Steven C. Simon James J. Weinert William J. King, Popp Telcom, Formerly Known as Ldb International Corporation, Inc., Humbird Securities, Company Northern Securities, Company, Washington Sharecom, Inc. v. American Sharecom, Inc. Steven C. Simon James J. Weinert William J. KingCourt of Appeals for the Eighth Circuit · 2000
- U.S. Bank N. A. v. Cold Spring Granite Co.Supreme Court of Minnesota · 2011
- Cohen v. Mirage Resorts, Inc.Nevada Supreme Court · 2003
- Fleming v. International Pizza Supply Corp.Indiana Supreme Court · 1997
- Calleros v. FSI International, Inc.District Court, D. Minnesota · 2012
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