Ramsey County District Judge Robert Awsumb made the assessment as part of a 103-page
ruling issued on April 29.
“Capturing the hard-earned value of [Bremer] in today's
marketplace would greatly increase [founder Otto Bremer’s] charitable
endowment, while allowing [Bremer] to grow and prosper in the region deemed so
important to its founder," Awsumb wrote.
Legal wrangling between the $15 billion-asset Bremer and the Otto Bremer Trust, which owns 92% of the company, began in 2019 when Bremer filed a lawsuit
against the trust and its three trustees.
Bremer claimed that the
trust planned to transfer some of the company’s nonvoting stock to a group of out-of-state hedge funds as part of a broader plan to replace the board and
sell the bank.
The Minnesota Attorney General’s Office joined Bremer as
a plaintiff in the lawsuit, which sought to remove the three trustees, alleging
that they were pursuing a sale to benefit themselves financially.
Awsumb disagreed with that claim.
"The evidence does
not support the argument that trustees pursued their strategy to increase their
compensation or otherwise enrich themselves," Awsumb wrote.
While Awsumb removed one trustee for "inappropriate behavior," he allowed the other two to
remain.
Despite encouraging the parties to sell Bremer, the judge's order only addressed the status of the trustees, their compensation and filling the vacancy created by the removal.
The trust owns the vast majority of “economic”
shares, but it only has a fifth of the total voting power. Employees own the remaining
80% of voting shares.
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