Maslon regularly handles disputes regarding ownership rights and obligations for every type of business-corporations, partnerships, limited liability entities, professional associations, joint venture and trade organizations. We have represented both individual and entities in a wide range of minority/majority control and ownership disputes and have prosecuted and defended securities claims and claims relating to director and officer liability.
Representative cases include:
- Securities Class Action Dismissed: In 2003 Maslon represented officers and a director of a large energy company who were named as defendants in a securities class action lawsuit related to the company's sale of securities in a public offering. Maslon was able to win dismissal of all of the claims against it's clients. In Re Xcel Energy, Inc. Securities, Derivative & ERISA Litigation (D. Minn. September 30, 2003).
- Minority Shareholder Claims Rejected: Maslon successfully represented a Utah medical products manufacturer through trial and appeals litigation brought by disgruntled minority shareholders alleging that the true value of the company had been suppressed through failure to develop new products and creation of a public market for their stock and further alleging that they had not received fair value for their shares following a cash out merger. The Utah district court rejected all of their claims. The Supreme Court affirmed all of the opinion but remanded to the district court for clarification of calculation of fair value. On remand, the district court reaffirmed that the minority shareholders had received fair value for their stock. Hogle v. Zinetics, 63 P.3d 80 (Utah 2002).
- Multi-Million Dollar Fraud Recovery: In 2003, Maslon obtained a multi-million dollar settlement of fraud, partnership and contract claims on behalf of livestock ranchers against a former partner. Although the case was venued in federal court in Minnesota, Maslon won a significant ruling in the Colorado Supreme Court which protects the ability of litigants who sue in foreign jurisdictions to establish property rights The decision was a major victory for our clients, a Minnesota ranching partnership, which brought suit in Minnesota against the title-holder of a substantial ranching parcel located in Colorado to establish that they were defrauded into financing the title-holder's acquisition of the parcel. Hoehne v. Kerns, 2002 WL 3126000 (8th Cir. 2002 ) (per curiam); Kerns v. Kerns, et al., 53 P.3d 1157 (Colo. 2002).
- Former CEO Claims against John Deere Dealer Dismissed - In 2002, Maslon represented the largest John Deere Construction Company equipment dealer in the world in a dispute with the company's former CEO and a shareholder that involved direct and derivative claims for fraud, breach of fiduciary duty and breach of contract, and that also involved claims against John Deere and several of its officers and employees. The case ultimately involved both a lawsuit and an arbitration proceeding, in which Maslon represented the company, as well as an investigation by a special litigation committee, which we also represented, to determine whether it was in the best interests of the company to pursue claims that had been brought on its behalf. The arbitration was tried to conclusion with the arbitrator ruling that our client had acted properly, and the lawsuit was dismissed following the court's adoption of the special litigation committee's recommendation that the shareholder's claims be dismissed.
- Minority Shareholder Buy-Out Claim Vindicated: Maslon obtained a judgment in excess of $500,000 for the value of our client's ownership interest in a company engaged in the manufacture and distribution of computer disk drive technology, in an action to enforce LLC operating agreement buyout provisions. In addition to accepting our arguments on the merits of the claims on appeal, a published Court of Appeals opinion clarifies the law regarding waiver of the defense of non-arbitrability, reconciling conflicting lines of Supreme Court and Court of Appeals decisions. Wolfer v. Microboards Manufacturing, LLC, 654 N.W.2d 360 (Minn. Ct. App. 2002), review denied.
- Jury Verdict for Defense in In Re Michael Foods Securities Fraud Litigation: When a public company's stock price declined precipitously after it missed an earnings forecast, Maslon successfully defended the resulting securities fraud suit to a jury verdict in United States District Court that completely exonerated the company and its officers and directors.
- Multi-million Dollar Settlement of Midwest Life Annuity Litigation: In 1998, Maslon obtained a multi-million dollar settlement on behalf of individual annuity holders and an insurance guaranty association in an action against a major regional brokerage company, asserting a variety of claims relating to misleading sales practices in the marketing of single-premium deferred annuities issued by Midwest Life Insurance Company.
- Damages Awarded on Mortgage Derivatives Claims: Maslon lawyers represented several clients of an investment advisory firm in claims involving investments in complex and sophisticated mortgage derivatives, including an arbitration that resulted in a substantial award of compensatory and punitive damages. Minnesota Orchestral Association v. Piper Capital Management, Inc.
- Restricted Stock Claim Defeated: Maslon represented a leading medical products supplier in a case brought against a former sales representative to vindicate our clients' forfeiture of the former employee's restricted stock based on the employee's decision to work for a competitor. Maslon obtained summary judgment on behalf of the client. Medtronic v. Shope, 135 F. Supp. 3d 988 (D. Minn. 2001).
- Reinsurance Funds Recovered on Group Annuity Pension Funding Agreements: Maslon obtained judgment in excess of $2 million from a reinsurer on behalf of several employers which purchased group annuity pension funding agreements from insolvent InterAmerican Life Insurance Company. Vetter v. Security Continental Ins. Co., 567 N.W.2d 516 (Minn.1997).
- Executive Life GIC Losses Recovered from Plan Sponsor: Maslon obtained a multi-million dollar settlement on behalf of an insurance guaranty association of breach of fiduciary duty claims filed against a defined contribution plan sponsor and investment manager for losses relating to guaranteed investment contracts purchased from insolvent Executive Life Insurance Company. Baron, et al v. Honeywell.
- Venture Capital Fund Ownership Buyout Agreement Enforced: Maslon obtained a settlement in excess of $500,000 for the value of our client's ownership interest in a venture capital management company, in an action to enforce the terms of an LLC operating agreement and related limited partnership agreements.
- Stock Option Claims Settled. Maslon obtained favorable settlements for a leading medical products manufacturer of cases involving a stock option forfeiture claim brought by a former regional sales manager, and a stock option acceleration claim brought by a former international operations director.
