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In re Medtronic, Inc., Shareholder Litigation | 900 N.W.2d 401 (2017)

A shareholder derivative suit is brought by a shareholder on behalf of, and for the benefit of, the corporation. Additionally, a shareholder may sue a corporation directly for injuries that the shareholder sustained personally. In the 2017 case In re Medtronic Incorporated Shareholder Litigation, the Minnesota Supreme Court considered whether a suit by a shareholder seeking damages for increased tax liability and a dilution of voting power was a derivative or direct suit.

Medtronic is a Minnesota corporation and one of the largest medical technology and device companies in the world. Covidien was an Irish company that manufactured devices used in a range of surgical procedures.

On June 15th, 2014, Medtronic acquired Covidien through a merger. Pursuant to the transaction, Medtronic and Covidien became wholly owned subsidiaries of a new Irish holding company known as Medtronic plc. Following the transaction, Medtronic shareholders owned about 70 percent of Medtronic plc, while former Covidien shareholders owned about 30 percent.

As a result of the merger, Medtronic shareholders incurred a capital-gains tax on their new shares. In addition, Medtronic officers and directors were required to pay an excise tax on their stock compensation as part of the merger. Medtronic didn’t compensate shareholders for their capital-gains-tax liability but did reimburse officers and directors for their excise-tax liability.

Subsequently, Kenneth Steiner and other Medtronic shareholders brought a class-action suit against Medtronic’s directors in state district court for breach of fiduciary duties. Specifically, Steiner and others alleged that Medtronic’s shareholders were injured in the merger by the excise-tax reimbursement, the unreimbursed capital-gains tax, and the shareholders’ diluted voting power. In response, Medtronic’s directors moved to dismiss the class action for failure to make a pre-suit demand and failure to state a claim upon which relief can be granted.

The district court dismissed the complaint, concluding that the injuries were derivative in nature and required Steiner and others to make a pre-suit demand. Steiner and others appealed. The court of appeals affirmed in part and reversed in part, agreeing that the injuries for the excise-tax reimbursement were derivative in nature but concluding that the injuries for the unreimbursed capital gains and dilution of voting power were direct. Medtronic’s directors filed a petition for review, which the Minnesota Supreme Court granted.

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