Berreman v. West Publishing Company
Minnesota Court of Appeals
615 N.W. 2d 362 (2000)
Berreman (plaintiff) retired from West Publishing (defendant) after nearly 25 years, and the day after his last day, West redeemed his stock at book value (about $2,800,000 total). Around the time Berreman retired, West executives had begun preliminary talks with an investment bank about the company's future, and shortly after, West's board discussed possible acquisitions. West was later acquired by Thomson Corporation for almost five times the per-share price Berreman received. Berreman sued, claiming West should have disclosed that a sale might be coming. The trial court granted West summary judgment, and Berreman appealed.
Whether shareholders of a close corporation owe one another a fiduciary duty requiring disclosure of material information about the corporation.