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RAINFOREST CAFE v. WISCONSIN INV. BD.

No. A03-813.

677 N.W.2d 443 (2004)

RAINFOREST CAFE, INC., Respondent, v. STATE OF WISCONSIN INVESTMENT BOARD, et al., Appellants.

Court of Appeals of Minnesota.

April 13, 2004.

Attorney(s) appearing for the Case

Peter W. Carter, David Y. Trevor, Dorsey & Whitney, LLP, Minneapolis, MN, for respondent.

Gregg M. Fishbein, Richard A. Lockridge, Lockridge Grindal Nauen, PLLP, Minneapolis, MN, and Daniel L. Berger, Blair Nicholas, Hannah Greenwald, Bernstein Litowitz Berger & Grossman, LLP, New York City, for appellants.

Considered and decided by LANSING, Presiding Judge; PETERSON, Judge; and HALBROOKS, Judge.

OPINION

PETERSON, Judge.

After LSR Acquisition Corp. (LSR), a wholly owned subsidiary of Landry's Seafood Restaurants, Inc. (Landry's), acquired a majority of the shares of Rainforest Café, Inc., (Rainforest I), LSR and Rainforest I merged to form respondent Rainforest Café, Inc. (Rainforest II). Appellants, State of Wisconsin Investment Board (SWIB) et. al., owned shares of Rainforest I. Appellants dissented from the merger and asserted dissenters...

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