S-23-0666 Tegra Corporation, Individually and on behalf of Lite Form Technologies, L.L.C. (Appellant) v. Patrick Boeshart, Sandra Boeshart, Boeshart Management Company, L.L.C., and Pat Boeshart Construction, L.L.C. (Appellees)
Appeal from the District Court for Dakota County, Judge Bryan C. Meismer
Attorneys: Mathew T. Watson and Erin R. Robak (McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O. for Appellant) and Scott D. Jochim and Josiah J. Shanks (Croker Huck Law Firm for Appellees)
Civil: Derivative actions
Proceedings below: The district court dismissed the underlying action after it adopted the determination of the special litigation committee [SLC]. Appellant filed a Petition to Bypass the Court of Appeals, which the Supreme Court granted and ordered this case to be transferred from the docket of the Court of Appeals to its docket.
Issues: Appellant makes the following assignments of error: 1) The district court erred in concluding the SLC satisfied its burden of establishing independence, good faith, and reasonable care as required by Section 21-168; 2) The district court erred in concluding the SLC made a recommendation of settlement permitted by Section 21-168 and in accepting that recommendation despite finding aspects of it were improper and not permitted by statute; 3) The district court erred in attempting to remedy the SLC’s improper recommendation by excising the recommendation and ordering mediation in its place; 4) The district court erred in ordering the parties to comply with an SLC recommendation the district court previously found was improper and did not comply with Section 21-168; 5) The district court erred in deferring to the recommendation of an SLC that was acting in a mere advisory capacity; 6) The district court erred in allowing a second SLC recommendation under Section 21-168; 7) The district court erred in denying Tegra’s request to conduct discovery of the replacement SLC; and 8) The district court erred in adopting the replacement SLC’s recommendation without requiring the SLC to demonstrate independence, good faith, and reasonable care under Section 21-168.