National Trial Firm Robins Kaplan LLP announced today that it has filed a class-action complaint on behalf of a group of 16 employee-shareholders of Bremer Bank against three Trustees of the Otto Bremer Trust for breach of fiduciary duty and shareholder oppression. These employee-shareholders represent hundreds of years of service to the bank and hail from locations throughout the region.
“Today’s action seeks to stop the Trustees’ attempted seizure of the employee-shareholders’ voting rights,” said Richard Allyn, partner at Robins Kaplan. “For the last 30 years, the employees of Bremer Bank have controlled its destiny as majority voting shareholders, and they have nurtured and grown the bank into a landmark financial institution that serves local communities throughout Minnesota, North Dakota, and Wisconsin. The Trustees’ efforts to seize voting control of the bank away from its employees and force a sale is unlawful and contrary to Otto Bremer’s vision for the bank to serve local communities and return the bank’s profits to those communities through grants, gifts, and charitable work.”
The 30-page complaint filed in Ramsey County District Court alleges that the defendants breached their fiduciary duties by attempting to strip shareholders of their voting control through a series of prohibited share transfers in pursuit of their own selfish interests. The complaint also alleges that the actions of the defendants make it clear that the purpose of the transfers is to push through a sale of Bremer Bank, contrary to the best interests of the bank.
“Majority voting control by the bank’s employee-shareholders has been a defining characteristic of Bremer Bank.” Allyn said. “Our clients—the employees of the bank from all over Minnesota, up to Fargo, North Dakota—have one goal in mind: preserving this wonderful bank and allowing it to continue to serve the communities where the bank’s resources are so critically needed.”
The plaintiffs are seeking a declaration from the court that the purported transfers of shares are unlawful and ineffective. They are also seeking a court order to prevent any further attempts to undermine their voting interests.
