302A.751 JUDICIAL INTERVENTION; EQUITABLE REMEDIES OR DISSOLUTION.
Subdivision 1. When permitted.
A court may grant any equitable relief it deems just and
reasonable in the circumstances or may dissolve a corporation and liquidate its assets and business:
(a) In a supervised voluntary dissolution pursuant to section
(b) In an action by a shareholder when it is established that:
(1) the directors or the persons having the authority otherwise vested in the board are
deadlocked in the management of the corporate affairs and the shareholders are unable to break
(2) the directors or those in control of the corporation have acted fraudulently or illegally
toward one or more shareholders in their capacities as shareholders or directors, or as officers
or employees of a closely held corporation;
(3) the directors or those in control of the corporation have acted in a manner unfairly
prejudicial toward one or more shareholders in their capacities as shareholders or directors of
a corporation that is not a publicly held corporation, or as officers or employees of a closely
(4) the shareholders of the corporation are so divided in voting power that, for a period
that includes the time when two consecutive regular meetings were held, they have failed to
elect successors to directors whose terms have expired or would have expired upon the election
and qualification of their successors;
(5) the corporate assets are being misapplied or wasted; or
(6) the period of duration as provided in the articles has expired and has not been extended
as provided in section
(c) In an action by a creditor when:
(1) the claim of the creditor has been reduced to judgment and an execution thereon has
been returned unsatisfied; or
(2) the corporation has admitted in writing that the claim of the creditor is due and owing and
it is established that the corporation is unable to pay its debts in the ordinary course of business; or
(d) In an action by the attorney general to dissolve the corporation in accordance with section
when it is established that a decree of dissolution is appropriate.
Subd. 2. Buy-out on motion.
In an action under subdivision 1, clause (b), involving a
corporation that is not a publicly held corporation at the time the action is commenced and in
which one or more of the circumstances described in that clause is established, the court may,
upon motion of a corporation or a shareholder or beneficial owner of shares of the corporation,
order the sale by a plaintiff or a defendant of all shares of the corporation held by the plaintiff
or defendant to either the corporation or the moving shareholders, whichever is specified in the
motion, if the court determines in its discretion that an order would be fair and equitable to all
parties under all of the circumstances of the case.
The purchase price of any shares so sold shall be the fair value of the shares as of the date
of the commencement of the action or as of another date found equitable by the court, provided
that, if the shares in question are then subject to sale and purchase pursuant to the bylaws of the
corporation, a shareholder control agreement, the terms of the shares, or otherwise, the court shall
order the sale for the price and on the terms set forth in them, unless the court determines that the
price or terms are unreasonable under all the circumstances of the case.
Within five days after the entry of the order, the corporation shall provide each selling
shareholder or beneficial owner with the information it is required to provide under section
302A.473, subdivision 5
, paragraph (a).
If the parties are unable to agree on fair value within 40 days of entry of the order, the court
shall determine the fair value of the shares under the provisions of section
, and may allow interest or costs as provided in section
302A.473, subdivisions 1 and 8
The purchase price shall be paid in one or more installments as agreed on by the parties, or, if
no agreement can be reached within 40 days of entry of the order, as ordered by the court. Upon
entry of an order for the sale of shares under this subdivision and provided that the corporation or
the moving shareholders post a bond in adequate amount with sufficient sureties or otherwise
satisfy the court that the full purchase price of the shares, plus such additional costs, expenses,
and fees as may be awarded, will be paid when due and payable, the selling shareholders shall no
longer have any rights or status as shareholders, officers, or directors, except the right to receive
the fair value of their shares plus such other amounts as might be awarded.
Subd. 3. Condition of corporation.
In determining whether to order equitable relief,
dissolution, or a buy-out, the court shall take into consideration the financial condition of the
corporation but shall not refuse to order equitable relief, dissolution, or a buy-out solely on the
ground that the corporation has accumulated or current operating profits.
Subd. 3a. Considerations in granting relief involving closely held corporations.
determining whether to order equitable relief, dissolution, or a buy-out, the court shall take into
consideration the duty which all shareholders in a closely held corporation owe one another to act
in an honest, fair, and reasonable manner in the operation of the corporation and the reasonable
expectations of all shareholders as they exist at the inception and develop during the course of the
shareholders' relationship with the corporation and with each other. For purposes of this section,
any written agreements, including employment agreements and buy-sell agreements, between
or among shareholders or between or among one or more shareholders and the corporation are
presumed to reflect the parties' reasonable expectations concerning matters dealt with in the
Subd. 3b. Dissolution as remedy.
In deciding whether to order dissolution, the court
shall consider whether lesser relief suggested by one or more parties, such as any form of
equitable relief, a buy-out, or a partial liquidation, would be adequate to permanently relieve the
circumstances established under subdivision 1, clause (b) or (c). Lesser relief may be ordered in
any case where it would be appropriate under all the facts and circumstances of the case.
Subd. 4. Expenses.
If the court finds that a party to a proceeding brought under this section
has acted arbitrarily, vexatiously, or otherwise not in good faith, it may in its discretion award
reasonable expenses, including attorneys' fees and disbursements, to any of the other parties.
Subd. 5. Venue; parties.
Proceedings under this section shall be brought in a court within
the county in which the registered office of the corporation is located. It is not necessary to make
shareholders parties to the action or proceeding unless relief is sought against them personally.
History: 1981 c 270 s 108; 1982 c 497 s 65,66; 1983 c 368 s 9-11; 1986 c 431 s 3; 1994 c
417 s 9-11