James E. Dorsey
Assistant: Roxanne Gangl, 612.492.7517
“After a dispute over ownership of a closely-held company is resolved, my client’s spouse will report how much happier my client is now that the work environment has changed.”
Jim helps people who own closely-held businesses resolve their disputes with one another, sometimes through litigation and trial, sometimes through alternative dispute mechanisms, but nearly always through a buy-out.
While he has handled a broad range of commercial litigation cases, Jim specializes in closely-held business disputes. He has represented both majority shareholders and minority shareholders in businesses ranging from car dealerships, telecomm businesses, insurance agencies, and marketing companies, to dental and orthopedic practices. Most often, these cases result in one side buying out the other side. The main issue comes down to the value of the business and, in turn, the purchase price. If parties cannot agree on a price, a court will determine the buy-out amount. For that reason, getting a good appraiser, who understands the industry in question and who comes across well from the witness stand, is critical.
Jim also handles condemnation cases. In these cases, the issue is one of real estate value and the amount of compensation that the condemning authority must pay the landowner. Again, finding and hiring a real estate appraiser with expertise in the type of property at issue is critical.
Closely-Held Shareholder Disputes
- Represented BioE Defendants in Holdahl v. BioErgonomics, Inc. When BioE became insolvent in November 2009, the company surrendered its assets to its secured creditors, who had been BioE shareholders and who formed a successor entity. Other shareholders then brought a class action (which class was certified by the trial court) against BioE’s board and the successor, asserting 13 claims (including fraudulent transfer and breach of fiduciary duties) and claiming that the assets were worth more than the debt at the time of the transfer. The District Court granted motions by our clients (BioE and its board) and by the successor entity for summary judgment on the grounds that the plaintiffs, notwithstanding their expert’s appraisal, had produced no credible evidence that BioE was worth more than its secured debt. Holdahl v. BioErgonomics, Inc., No. 27-CV-10-24236 (Henn. Co. Dist. Ct. Feb. 8, 2012); aff’d, No. A12-1495 (Minn. Ct. App. Feb. 4, 2013).
- Represented an employee/shareholder who was discharged in May 2009. At the time of his discharge, the company and its other shareholders agreed to buy our client’s shares at a given price. When company and the other shareholders subsequently refused to make the purchase, claiming that the original agreement had been only an agreement to agree, our client sued for breach of contract. In November 2010, the Hennepin County District Court granted summary judgment to our client for the full amount of the originally agreed-upon purchase price.
- Represented a company shareholder/principal in 2009 who discovered that the two other shareholders/principals were siphoning large amounts of money from the company. After bringing evidence of the theft to the attention of the U.S. Attorney’s office and getting no response, we brought suit and quickly showed the defendants the evidence that we had gathered concerning their conduct. Within a month, the parties entered into a settlement whereby the other two shareholder/principals agreed to walk away from the business and indemnify our client from any then-current liabilities of the business. The U.S. Attorney subsequently indicted the other two shareholders for wire fraud, conspiracy, and money laundering.
- Represented a group of physicians who had terminated the employment of one of their colleagues. After we investigated and presented the multiple grounds for the termination to the lawyer for the former colleague, the former colleague brought no claim.
- Represented an electrical supply and contracting company and six shareholders after they terminated the employment of the seventh shareholder. We negotiated the purchase of the seventh shareholder’s stock and thereby avoided a lawsuit.
- Represented a 50% shareholder in a lawsuit brought by the other 50% shareholder in a business involving granite and marble building materials. The parties agreed to expedited discovery and settled the case with a buy-out of our client’s interest well before the case would have gone to trial.
- Represented several co-defendants in a case alleging breach of fiduciary duty between business partners who owned the Mall of America. Triple Five v. Simon, 404 F.3d 1088 (8th Cir. 2005).
- Represented two partners who were having problems dealing with their third partner in a business that provides billing services to physicians. We helped our clients terminate the employment of the third partner and then negotiate a buy-out of his interest in the company.
- Represented minority shareholders in a dissenters’ rights proceeding arising from the majority shareholder’s decision to force them out of the business, which owned several car dealerships. After trial, the court awarded our clients more than 3 times what the company had paid them, plus an award of costs, attorneys’ fees, and expert witness fees.
- Represented minority shareholders in a dissenters’ rights proceeding where they were being squeezed out of a telecommunications company. After trial, the court awarded our clients more than 7 times what the company had paid them, plus an award of costs, attorneys’ fees, and expert witness fees. American Sharecom, Inc. v. LDB International Corporation, 1995 WL 321540 (Minn. Ct. App.) pet. for review denied (Aug. 3, 1995).
- Represents Xcel Energy in an acquisition of right-of-way for the construction, operation, and maintenance of new 345 kV transmission lines known as the CapX 2020 Transmission Projects.
- Represented Minnesota Pipe Line Company, LLC, in the condemnation of right-of-way for its 305-mile long crude oil “MinnCan” pipeline project through 13 Minnesota counties. At a consolidated hearing in September 2007, the District Court granted the condemnation petitions and the quick-take motions, which resulted in the client’s immediate title to and possession of permanent and temporary easements across 223 parcels in those 13 counties. We then handled the valuation hearings before the various county condemnation commissioner panels.
- Represented Alliance Pipeline in connection with its land acquisition activities in 1997 through 2000 for the building of a high pressure natural gas pipeline across North Dakota, Minnesota, Iowa, and Illinois. In Minnesota, we commenced actions against about 1,000 owners of over 300 parcels in 13 counties. As part of that effort, we worked with Alliance personnel to make presentations before county and legislative bodies to secure necessary permits for construction, maintenance, and operation of the pipeline. With respect to right-of-way acquisition, we took the role of coordinating the condemnation efforts in the four states. We engaged soil scientists, agronomists, and crop specialists to prepare analyses of the effects of a pipeline and its construction techniques on various types of farmland.
- Represented the Metropolitan Council in acquisition of right-of-way for sewer interceptors.
- Represented electric power companies (both rural electric cooperatives and investor-owned utilities) in condemnation of right-of-way along railroad corridors and across agricultural lands for power lines.
- Represented landowners in connection with condemnation on property for road expansion purposes.
- Represented municipality in connection with condemnation of residential and commercial property for urban renewal purposes.
PRO BONO REPRESENTATION
- Traveled to and investigated human rights abuses in South Africa (1982, 1985); El Salvador, Nicaragua, and Guatemala (1988); Mexico (1991); participated in four-member delegation of Advocates for Human Rights to take part in first-ever comprehensive review of the United States’ human rights record before Human Rights Council of the United Nations in Geneva, Switzerland (2010); trained Ugandan parliaments in International Human Rights in general and human rights treaty monitoring and reporting in particular (2013).
- Represented foster parents in a 12-day trial culminating in the termination of parental rights of the birth father (the mother’s rights had been previously terminated) of a four-year-old boy, which ruling will permit the foster parents to adopt the child. In the Matter of the Welfare of the Child of: J.B., Parent, No. 27-JV-09-12329 (Henn. Co. Dist. Ct. April 11, 2012); aff’d, No. A12-0776 (Minn. Ct. App. Nov. 5, 2012).
- Represented an Algerian detainee held in Guantanamo Bay in Zemiri v. Bush (transferred to Algeria in January 2010).
- Represented intervenor-defendant Minnesota FairVote (an organization that promotes instant runoff voting) in Minnesota Voters Alliance v. Minneapolis, 766 N.W.2d 683 (Minn. 2009), in which the Minnesota Supreme Court unanimously upheld the constitutionality of the city’s new instant runoff voting system for municipal elections.
- Represented the NAACP in Hollman v. Cisneros, a major housing discrimination case in Minneapolis that resulted in a change in how the public housing program in the region is run.
- Represented the defendant in Louisiana v. Busby, 538 So.2d 164 (La. 1988) (death sentence vacated on constitutional grounds).
- Represented the Minnesota Civil Liberties Union in State v. Gray, 413 N.W.2d 107 (Minn. 1987), in which the Minnesota Supreme Court recognized for the first time a right of privacy under the Minnesota constitution.
- Represented the American Civil Liberties Union in MPIRG v. Selective Service System, 468 U.S. 841 (1984), before the U.S. Supreme Court (challenging the constitutionality of the Solomon Amendment which ties federal tuition assistance to draft registration).
Articles & Presentations
PUBLICATIONS & PRESENTATIONS
- “Minnesota Court of Appeals Clarifies When Dissenters are Entitled to an Award of Expert Witness Fees,” co-authored with S. Jamal Faleel, May 2010
- “Recent District Court Ruling – A Minority Shareholder’s Rights Trump the Squeeze-Out Merger that the Majority Shareholders Had Sought,” co-authored with S. Jamal Faleel, September 2009
- “Tips for Disputes Involving the Valuation of a Closely-Held Company,” co-authored with Emily Duke, May 2009
- “Recent Ruling of the Minnesota Court of Appeals on Valuation Issues in Shareholder Oppression Case,” April 2009
- “Practitioners’ Guide to Dissenters’ Rights in Five Easy Pieces,” co-authored with Tom Fraser, March 2009
- Speaker, “An Inside Look at Guantanamo Bay,” June 2006
- “Dissenters’ Rights Law in Five Easy Pieces,” co-authored with Thomas S. Fraser, December 2003
- “Dissenters’ Rights in Minnesota,” co-authored with Thomas S. Fraser and Emily E. Duke, November, 2002
- “Banks Often Over-Valued for Real Estate Tax Purpose,” Fredrikson & Byron’s Bank Focus Newsletter, co–authored with Thomas R. Wilhelmy and Wendy Cell, March 1996
- “Minnesotans Attend Beijing Women’s Rights Conference,” The Hennepin County Lawyer, November-December 1995
- Co-Author, William Keppel and James Dorsey, “The Minnesota Constitution and the Protection of Individual Rights,” The Hennepin County Lawyer, May-June 1987
Honors & Education
- University of Virginia School of Law, J.D., 1981
- Yale University, B.A., 1974
- West Virginia, 1981
- Minnesota, 1982
- U.S. District Court for the District of Minnesota, 1982
- 18th Annual Earl Larson Award, American Civil Liberties Union of Minnesota, 2014
- Minnesota State Bar Association, North Star Lawyer, 2012-2015
- Pro Bono Distinguished Service Award, Hennepin County Bar Foundation, 1996
- Martindale-Hubbell, AV® Peer Review Rated
- Minnesota Super Lawyers (formerly Minnesota Law & Politics), Super Lawyer, Business Litigation
- Minnesota Office of Drug Policy, 1989-91, formulation and implementation of state drug strategy
- Dorsey & Whitney Law Firm, 1982-89, Litigation and Corporate Law
- Justice Richard Neely, West Virginia Supreme Court, 1981-82
- First Lieutenant, Infantry, U.S. Marine Corps, 1975-77
- The Advocates for Human Rights, Board Member (1983-89; 1999-2013); President (1988-1990, 2000-2002, 2009-2011)
- Call for Justice, Board Member, 2015-present
- Cantus, Board Member, 2013-present
- Citizens League, Board Member, 1991-1999
- Fredrikson & Byron, P.A. Foundation, Board of Directors, Member, 2007-2014
- Hennepin County Volunteer Guardian ad Litem in child abuse and neglect cases, 2000-2008
- Hennepin County Volunteer Lawyers Network, 1982-present
- Housing Preservation Project, Board Member, 2008-2015
- International Human Rights Committee, Section of International Law and Practice, American Bar Association, Chair, 1994-1999
- Leadership Minneapolis Program, Minneapolis Chamber of Commerce, Board Member, 1989-1991
- Minnesota International Center, Board Member, 2001-2007
- MSBA, Legal Advice to the Disadvantaged Committee, 1987-1991
- Oslo Center for Peace and Human Rights, Board Member, U.S. Foundation, 2013-2015
- Task force of the Minnesota Board of Medical Examiners on disciplinary procedures, Chair, 1989-1990
- United States Attorney’s Forum on Criminal Justice, Chair, 2014-present