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Business Organizations Keyed to Chasalow, 3rd Ed.
Frandsen v. Jensen-Sundquist Agency, Inc.
Citation:
802 F.2d 941 (1986)Facts
In 1975, Walter Jensen sold 52% of his stock in Jensen-Sundquist Agency, Inc. to family members (the “majority bloc”), 8% to Dennis Frandsen for $97,000, and the remainder to other non-family members. The stockholder agreement drafted by Jensen included provisions that if the majority bloc offered to sell their stock, they would first offer it to Frandsen and other specified minority shareholders at the same price. Additionally, if the majority bloc sold their shares, they had to offer to purchase all shares of these minority shareholders at the same price. In 1984, Jensen-Sundquist began discussions with First Wisconsin Corporation regarding acquisition of First Bank of Grantsburg. Initially structured as a merger, the transaction was later reconfigured as a sale of assets when Frandsen claimed his right of first refusal was triggered and offered to buy the majority bloc’s shares. Jensen-Sundquist ultimately sold its shares in First Bank of Grantsburg to First Wisconsin and then liquidated, distributing cash to all shareholders.
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