The Case and Holding

U.S. Bank N.A. v. Cold Spring Granite Co. The court of appeals held that based on the Minnesota Business Corporations Act, judicial valuation of stock is not warranted, absent fraud.

The Facts and Claims

Cold Spring Granite (CSG) effected a reverse stock split, resulting in the involuntary redemption of all shares held by minority shareholders. The minority shareholders requested judicial intervention, arguing the appraised value of the shares was too low. The district court, through a special master, ruled the appraiser’s valuation of the shares was conclusive, absent fraud.

The court of appeals affirmed, noting that regardless of whether the result was unfair, Minn. Stat. § 302A.423, subd. 2, controlled, and it was the legislature’s role to address inequities resulting from the application of the statute.

Amicus Participation

No amici curiae have requested permission for participation.