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Business Planning Keyed to Gevurtz
Neimark v. Mel Kramer Sales
Citation:
102 Wis. 2d 282, 306 N.W.2d 278 (1981)Facts
Mel Kramer Sales, Inc. (MKS) was a closely-held Wisconsin corporation with four shareholders: Mel Kramer (51%), Jack Neimark (29%), Delores Kramer (10%), and Jerome Sadowsky (10%). On June 22, 1976, MKS and all shareholders executed a stock redemption agreement requiring MKS to purchase a deceased shareholder’s stock at $400 per share, less a specified credit. When Mel Kramer died on December 5, 1976, MKS was obligated to purchase his 1,020 shares for $358,000 (after a $50,000 credit), with $100,000 due at closing and the balance in five annual installments. MKS received $100,000 from a life insurance policy on Kramer’s life to fund the initial payment. After Kramer’s death, his widow Delores, who became personal representative of his estate, indicated reluctance to have MKS redeem the shares. The board of directors voted 3-1 against redeeming the shares, claiming it would violate Wisconsin corporate law.
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