Schwartz Law Firm

Schwartz Law Firm Attorneys in business law and commercial litigation. Other practice areas include health care, general litigation and family law.

We are licensed to practice in Minnesota, Wisconsin, Iowa, Arizona and Massachusetts.

Minority owners in closely held corporations may face unfair control.
04/14/2026

Minority owners in closely held corporations may face unfair control.

Are there legal remedies?

There are rare instances when a minority owner’s actions can create legal liability.
03/16/2026

There are rare instances when a minority owner’s actions can create legal liability.

Spotting the red flags.

What does it take to remove a shareholder?
02/14/2026

What does it take to remove a shareholder?

Start by understanding the legal threshold.

Protecting a company's interests requires constant awareness of legal obligations.
01/15/2026

Protecting a company's interests requires constant awareness of legal obligations.

Leadership or liability?

How do business leaders breach their fiduciary duties?
12/19/2025

How do business leaders breach their fiduciary duties?

Transparency is important.

What unseen obligations could undermine years of hard work in a family business?
11/19/2025

What unseen obligations could undermine years of hard work in a family business?

What are the legal traps?

10/24/2025

Shareholder Appraisal Litigation – Favorable Outcome for Plaintiff!

Schwartz Law Firm recently secured a highly favorable ruling in a complex shareholder appraisal dispute following a statutory merger for its Iowa based client (plaintiff). The case centered on the fair value of a minority shareholder’s stake in a closely held corporation operating in a niche industrial sector.

After a multi-day bench trial and extensive post-trial briefing, the Court adopted the plaintiff’s valuation methodology and rejected the defendant’s inflated valuation claim. The defendant demanded millions of dollars asserting a highly inflated valuation. The Court found that the actual fair value of the shares was consistent with recent arm’s-length transactions and expert opinion as asserted by plaintiff.

Key Takeaways:

Credible Valuation Process: The plaintiff retained two independent valuation experts who used distinct methodologies and were kept siloed from each other to ensure impartiality. Their valuations were consistent and aligned with historical transactions.

Arm’s-Length Transactions as Anchors: The Court gave substantial weight to multiple arm’s-length transactions involving the company’s stock — including a prior redemption, employee stock purchases, and a third-party investment — all of which supported the plaintiff’s valuation.

Rejection of Inflated Valuation: The defendant’s expert was found to lack sufficient industry knowledge, failed to consider key financial and operational data, and ignored relevant market transactions. The Court found the expert’s valuation lacked credibility and gave it no weight.

Good Faith Recognized: The Court concluded that the plaintiff acted in good faith throughout the process, including offering a per-share price above both expert valuations and recent third-party transactions.

A Win for a Local Iowa Company and Its People
This case wasn’t just about numbers — it was about protecting a company owned by hardworking Iowans. The business is run by dedicated employees who care deeply about their work, their community, and each other. This ruling affirms their integrity and shields them from an unjustified financial burden.

The case was led by Brandon Schwartz of Schwartz Law Firm, who served as lead trial counsel and handled the matter from start to finish. His approach, understanding of valuation law, and command of the trial record helped secure this outcome.

This case underscores the importance of transparent governance, methodical valuation practices, and the evidentiary power of real-world transactions in shareholder disputes. It also highlights how courts scrutinize expert credibility and reward parties who approach valuation disputes with integrity and rigor. It was an honor to represent this client and lead them through battle!

Schwartz Law Firm is proud to announce that Brandon was nominated for and approved as a Fellow of the American College o...
10/22/2025

Schwartz Law Firm is proud to announce that Brandon was nominated for and approved as a Fellow of the American College of LLC and Partnership Attorneys.

Candidates of the College must meet the following requirements:

1. The candidate must be a distinguished limited liability company and partnership law practitioner, judge, or professor who has devoted, and demonstrated a willingness to further devote, time to organized bar projects, writing or teaching involving limited liability company and partnership law.

2. The candidate must have had substantial experience in limited liability company and partnership law for a period of not less than ten (10) years. A candidate will be deemed to have had the requisite ten (10) years of substantial experience in limited liability company and partnership law or a subspecialty thereof if, as a regular part of such candidate’s practice, judgeship, or professorship during each of the ten (10) years immediately preceding the date of nomination, the candidate (a) devoted a substantial portion of the candidate’s time to performing services as limited liability company and partnership counsel, (b) participated in limited liability company and partnership law related litigation, (c) taught limited liability company and partnership law, (d) wrote articles and other publications on limited liability company and partnership law, (e) drafted national or state limited liability company and partnership entity statutes, or (f) any combination of the foregoing. The term “taught” includes teaching courses given by law schools and other academic institutions and lecturing and appearing on panels at seminars and workshops. The term “wrote” means writing intended for publication in a book, in a periodical, or in a course, seminar or workshop.

3. The candidate’s reputation should be exemplary. Thus, generally the candidate should not have had (i) a complaint filed against the candidate with any ethics committee of any bar, (ii) any professional disciplinary action against candidate, or (iii) any claim (whether or not the subject of a filing in an adjudicatory forum) for professional negligence or misfeasance or malfeasance against candidate, (iv) during the last 10 years (A) any actions concerning possible reprimand, suspension, or disbarment currently pending against the candidate; (B) any previous or current investigation involving the candidate by any court, government agency, previous or current employer, or any professional organization. The College recognizes there may be extenuating circumstances which may not disqualify the candidate, but those circumstances will need explanation and may or may not be accepted by the Board.

The objectives of the College are:

-to promote high standards of professional and ethical responsibility in the practice of limited liability company, partnership, and other unincorporated entity law;

-to seek to improve limited liability company, partnership, and other unincorporated entity law and practice;

-to make available to the bar, the public, and legislative, judicial and executive bodies authoritative educational materials in the field of limited liability company, partnership, and other unincorporated entity law;

-to speak upon matters of interest and importance to limited liability company, partnership, and other unincorporated entity law;

-to promote the continuing education of attorneys, judges, and professors on issues affecting limited liability company, partnership, and other unincorporated entity law;

-to provide forums for attorneys practicing limited liability company, partnership, and other unincorporated entity law to meet and exchange ideas and professional experience;

-to cooperate and consult with international, national, state and local bar organizations, government agencies, and other groups, including the Business Law Section, the Section of Taxation, and the Section of Real Property, Trust & Estate Law of the American Bar Association, the Uniform Law Commission and other similar groups that have an interest in limited liability company, partnership, and other unincorporated entity law and practice;

-to support the LLC Institute (currently organized by the LLC, Partnerships and Unincorporated Entity Committee of the Business Law Section of the American Bar Association) as it is now or hereafter organized, operated, and conducted, including providing financial support to allow for the continuation, growth, operation, and maintenance of the LLC Institute; and

-to support the efforts of the Joint Editorial Board on Uniform Unincorporated Organization Acts (the “JEB”) as it is now or hereafter organized, operated, and conducted, including providing financial support to allow for the continuation, growth, operation, and maintenance of the JEB.

More information about the College can be found here: https://www.aclpa.org/

Congratulations, Brandon!

Objectives of the College...

Even minority shareholders in private corporations are protected from unfair treatment.
10/16/2025

Even minority shareholders in private corporations are protected from unfair treatment.

Is information being withheld?

Corporate governance helps solve problems and keeps the company running smoothly.
09/17/2025

Corporate governance helps solve problems and keeps the company running smoothly.

How are minority shareholders protected?

Schwartz Law Firm is pleased to announce that both Michael Schwartz and Brandon Schwartz have been recognized in the 202...
08/21/2025

Schwartz Law Firm is pleased to announce that both Michael Schwartz and Brandon Schwartz have been recognized in the 2026 edition The Best Lawyers in America®.

The Best Lawyers in America® was first published in 1983 and provides as follows for its methodology: "Recognition by Best Lawyers is based entirely on peer review. Our process is designed to capture, as accurately as possible, the consensus opinion of leading lawyers about the professional abilities of their colleagues within the same geographical area and legal practice area."

https://www.bestlawyers.com/lawyers/michael-schwartz/322574
https://www.bestlawyers.com/lawyers/brandon-schwartz/221540

The trust of our clients is never taken lightly - hold the rope. If you know, you know.

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988 Inwood Avenue N
Oakdale, MN
55128

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