A recent phone call with a judge in Stillwater and a Minnesota Court of Appeals opinion on a business dispute between shareholders from a suburb of St. Paul addressed the same issue: The importance of a company's annual meeting, the minutes from the meeting, and analysis of the company's governing documents.
Annual meetings are pretty straightforward. The officers of the company meet, discuss past business, future business, and the general state of affairs. The minutes from the meeting should be detailed to the extent they do not permit for arguments over what was discussed and agreed to by the attendees. The governing documents, such as the Operating Agreement or the Shareholder Agreement, are critical for the over-arching governance of the company. The annual meeting and the responsibilities of the officers should both comply with the corporate documents.
Nobody really goes into business expecting to have a break-up. Just the same, it happens and happens often. I know because I litigate a lot of business break-ups. I'd prefer to help you and your business stay compliant with your governing papers and minimize problems rather than litigating them after the fact.
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