Ielmini v. Patterson Frozen Foods, Inc. CA5
Cousins John and Angelo Ielmini had equal, 50 percent ownership and control of several agricultural entities, including Patterson Frozen Foods, Inc., Valley Frozen Foods, Inc., and Del Puerto Farms, Inc. (collectively the Ielmini Entities). John was 14 years older than Angelo and, as he advanced in age, he delegated more responsibilities for the management of the Ielmini Entities to Angelo.
John passed away in July 2010, and his half of the shares of the Ielmini Entities passed to John’s four children, Christian, Anne, Jane and Thomas, in equal shares of 12.5 percent each. Despite equal ownership of shares by John’s children and Angelo, Angelo retained and perpetuated his control of the board of the directors of each of the Ielmini Entities by refusing to hold any annual shareholders’ meetings after John’s death. Without shareholder elections, John’s children have been unable to elect any corporate directors that would represent their collective interests.
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