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McCallum v. Rosen’s Diversified, Inc.

United States Court of Appeals for the Eighth Circuit
153 F.3d 701 (1998)


William McCallum (plaintiff) was the CEO of Rosen’s Diversified, Inc. (RDI) (defendant), a Minnesota close corporation. In 1986, as a reward for good performance and in order to maintain employees’ loyalty, RDI gave 12,000 shares of RDI stock to McCallum and three other key employees. RDI ultimately grew dissatisfied with McCallum and terminated him in 1991. McCallum asked RDI to buy his shares for $5 million. RDI counteroffered $600,000 for the shares, which constituted about three percent of RDI’s total capital stock. McCallum rejected the offer and sued RDI, alleging that the controlling shareholders had treated him with unfair prejudice and seeking a court-ordered buy-out. The trial court found no evidence of unfair prejudice and declined to order a buy-out. McCallum appealed.

Rule of Law


Holding and Reasoning (Beam, J.)

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