Timeline
1943 | Otto Bremer establishes Bremer Bank. |
1944 | Otto Bremer creates the Otto Bremer Foundation—now called the Otto Bremer Trust—to ensure his network of community banks would endure forever and have a perpetually positive impact on the community. |
1969 | A federal tax law change prohibits nonprofits from owning voting control in for-profit companies. Nonprofits were given 20 years to comply. |
1989 | BFC and OBT adopt a Plan of Reorganization that brings OBT into compliance with the 1969 tax law change and preserves Otto Bremer’s legacy. As a result of the plan, BFC’s employee-shareholders assume voting control, while OBT maintains a 92% economic interest in BFC. |
1996 | OBT trustee Charlotte Johnson states that Otto Bremer’s purpose in creating OBT was “to protect his estate and his bank holding company,” and acknowledges that Otto directed the trustees to “remain invested in the bank holding company in good and bad times.” |
2009 | OBT trustee Daniel Reardon states in an interview that “[t]he banks will remain intact” and that Otto Bremer’s “legacy will continue” because “[t]he foundation is set up into perpetuity” and the trustees “are never to sell the bank holding company.” |
2014 | OBT trustees fire OBT’s Executive Director and name themselves co-CEOs, departing from best practices of charitable trust governance that ensure ethical behavior and adherence to fiduciary responsibilities. |
October 2019 | OBT trustees announce their attempted sales of OBT’s non-voting shares of BFC to 19 out-of-state hedge funds, with the stated goal of replacing the employee-elected BFC Board and putting Bremer Bank up for sale. If this scheme went through as intended, two of the three trustees were positioned to have their annual pay increase by more than a million dollars. |
November 2019 | BFC and its Board file a lawsuit to protect BFC’s employees, shareholders, customers, and other local stakeholders from the OBT trustees’ hostile takeover attempt. The lawsuit seeks a judgment declaring the trustees’ purported share sales unlawful and invalid and that the trustees breached their fiduciary duties as BFC directors. |
January 2020 | A group of BFC employee-shareholders file a class action lawsuit against the OBT trustees. |
April 2020 | OBT trustee Charlotte Johnson retires from the BFC Board. |
August 2020 | After a lengthy investigation, the Minnesota Attorney General files a court petition to remove the trustees from their roles at OBT. The petition alleges a pattern of serious breaches, including self-dealing, excessive compensation and spending, hostile work environment, and a shift in the focus of OBT from charitable to financial purposes. |
September 2020 | The parties to the BFC vs. OBT-related cases agree to stay those suits while the Minnesota Attorney General’s case proceeds. |
February 2021 | BFC’s Board determines not to renominate OBT trustees Brian Lipschultz and Daniel Reardon for election as directors due to breaches of their fiduciary obligations to BFC, and for violations of BFC’s code of conduct. |
September 2021 | Trial on the Minnesota Attorney General’s petition seeking removal of OBT’s trustees takes place in Ramsey County District Court. |
April 2022 | The presiding judge in the removal trial orders OBT trustee Brian Lipschultz immediately removed from his position. According to the court’s decision, “Lipschultz has shown repeatedly that he cannot operate in a purely charitable manner and has allowed his own personal interests, animosity, enmity, or vindictiveness to impact his decisions and behavior as a trustee of one of the region’s most important charitable institutions.” |
November 2022 | The court enters an order partially lifting the stay in the lawsuits related to BFC’s dispute with the OBT trustees. |
January 2023 | The Minnesota Court of Appeals denies former trustee Brian Lipschultz’s appeal of the court order removing him from his role at OBT, concluding that “Lipschultz’s persistent improprieties support the district court’s determination that his removal serves the best interests of the beneficiaries and the Trust.” |
February 2023 | Frank Miley is appointed as an OBT trustee, filling the vacancy created by the court’s removal of Brian Lipschultz. |
April 2023 | BFC passes $1 billion in total dividends paid to OBT since 1989. |
May 2023 | OBT’s trustees move to dismiss the lawsuits filed by BFC and a class of its employee-shareholders. |
October 2023 | The court denies the trustees’ motions to dismiss, allowing all the claims in the BFC- and employee-shareholder-led lawsuits to proceed. |
February 2024 | The Minnesota Supreme Court affirms the decision removing Brian Lipschultz as an OBT trustee. |