Commercial Litigation:
Minority Shareholder Dispute


One of Linda’s most memorable cases involved a minority shareholder dispute where she represented the CEO of a medical device company in Minneapolis. Before her involvement, Linda’s client had unsuccessfully litigated the shareholder lawsuit for two years, through many painful battles in Hennepin County State Court and the Minnesota Court of Appeals. His company, while entirely profitable, had nonetheless been assigned to a Court-appointed Receiver; he had been sued by the other dissenting shareholder; he had been kicked out of the company (although he was still on the Board); and he had received a fair number of less-than-positive rulings from the State District Court judge. He had also been through two different sets of attorneys from large, prominent, Twin Cities law firms.

By the time this man walked into Linda’s office, he was facing a buy-out order by the judge, but he was determined to win back the company. In the next month and a half Linda helped design and configure the legal basis for the client's buy-out proposal, as well as negotiating with his primary investment bankers and working closely with the New York private equity firm that financed, (with other New York lending facilities), the client's significant monetary offer. The other minority shareholder, represented by a prominent Minnesota trial attorney, had won virtually every court battle up to that point. He, of course, very much wanted to win the company back for his client and their would-be investors, to the exclusion of Linda’s client. During the month and a half prior to the court hearing, Linda had to get completely "up to speed" on the litigation, as well as helping to craft the buy-out offer itself. She also attended board meetings with her client and learned about the company's business. This gave her invaluable insight and empathy into the life-saving products her client had helped develop, the products for which he obtained regulatory approval, and the products that he sold in over 20 countries. These products, and the patients who received them, were very dear to his heart, his values and his hope for the company's future.

There were three rounds of formal written offers exchanged before the final hearing on the buy-out proposals. Part of Linda’s strategy was to design a series of graphics illustrating the complete debt and equity formulae behind her offer in a dramatic but simple way so the judge would find her client’s offer superior. There were 75 people packed into the relatively small Hennepin County courtroom on the morning of the hearing - most of them lawyers. The private equity firm willing to take a gamble on Linda’s client had sent its own team of partners and a New York attorney for back-up. It was a thrilling but terrifying moment, not dissimilar to the closing argument in a jury trial. When Linda received notice that her client had won, and that he would return to the Company as the majority owner and CEO, she was ecstatic. The client’s plans for an expanded manufacturing and R & D facility, as well as world-wide distribution and marketing of the devices themselves, were once again viable. Holstein Law Group has the privilege of continuing to represent this individual, and we feel tremendously lucky and grateful that this CEO put his faith in us, at the same time giving us such an exciting opportunity.



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