Nearly 4 years ago, officials with Bremer Bank and the Bremer Financial Corporation filed suit against the Otto Bremer Trust, the philanthropy that oversees them, arguing that its three trustees attempted to counterpoint themselves by ousting the membership of their corporate board and replacing them with hostile investors.
They alleged that representatives of 19 East Coast hedge funds and other deep-pocketed interests were poised to take over the St. Paul-based bank, one in all the Midwest’s largest farm lenders, and position it on the market.
That case — and the sale of BFC voting shares to latest shareholders — was placed on hold when the Minnesota Attorney General’s office, which regulates charities, filed legal motion of its own geared toward replacing the three trustees outright. The trouble was only partially successful last yr when Judge Robert Awsumb removed a single trustee — S. Brian Lipschultz — whose position was filled this yr by attorney Francis M. Miley, the outgoing president of Cretin-Derham Hall High School in St. Paul.
On Wednesday, the long-stagnant court case filed by the Bremer Financial Corporation reopened.
Ramsey County District Court Judge Mark Ireland ruled to disclaim eight separate counts filed by trustees Lipschultz, Daniel Reardon and Charlotte Johnson, who had sought to have the lawsuit against them thrown out on the idea of failing to stick to the trust’s bylaws, lack of standing, breach of fiduciary duty and shareholder oppression.
The trustees had renewed their motion to dismiss the case in May, but weren’t successful.
In other words, the legal case can now move forward, with board members of the Bremer Financial Corporation — Ronald James, Jeanne Crain, Mary Brainerd, Glenn McCoy, Kevin Rhein, Wendy Schoppert and Charlie Westling — serving as plaintiffs and the three past and present philanthropic leaders serving as defendants, each individually and of their capacities as trustees. Miley, who joined the trust in February but didn’t start fulltime until the varsity yr led to June, is listed as a fourth defendant.
In 2019, a category motion lawsuit against the trustees was filed by bank employees, who own 8% of the Bremer Financial Corporation’s financial stock, and 80% of the controlling stock or voting shares. The 2 lawsuits have been officially linked in court and were ruled on together by Ireland. The subsequent court date has yet to be scheduled within the matter.
“We appreciate the Court’s careful attention to this vital matter,” said officials with the Bremer Financial Corporation, in an unsigned written statement released after the Oct. 4 ruling. “Nearly 4 years after BFC initially filed litigation, the Bremer case is resuming, and we look ahead to having our day in court.”
Established by German philanthropist Otto Bremer within the early war years following the Great Depression, the bank is the charity’s largest financial asset and one in all the Midwest’s largest and oldest farm lenders. The bank maintains some $16 billion in assets. The Otto Bremer Trust. a St. Paul-based philanthropy, issued greater than $81.6 million in charitable grants and loans to 865 organizations last yr throughout Minnesota, Montana, North Dakota and Wisconsin.