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In re Medtronic, Inc. Shareholder Litigation
Citation:900 N.W.2d 401 (Minn. 2017)
On June 15, 2014, Medtronic, Inc., a Minnesota corporation, announced its decision to acquire Covidien plc, a public Irish company, in a transaction to be structured as an inversion. In this transaction, Medtronic acquired Covidien through a new holding company with Medtronic and Covidien then becoming wholly owned subsidiaries of the Irish holding company. As a result of the inversion transaction, Medtronic now is subject to Ireland’s tax laws. Shareholder and named plaintiff Kenneth Steiner alleged that Medtronic reduced the interest of its shareholders to 70 percent of new Medtronic to secure and protect the tax benefits. Also, Medtronic shareholders had received no compensation from the company for the tax liability. Steiner alleged, Medtronic officers and other directors who incurred an excise-tax liability on their stock-based compensation as a result of the transaction were reimbursed by Medtronic for that expense. After the transaction was announced, Steiner filed a class-action lawsuit against Medtronic and members of its board of directors.
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