Supreme Court addresses right of first refusal principles in case involving 'sham' offer.

• Date: 21 April 2021

Byline: Michaela Paukner, mpaukner@wislawjournal.com

The Wisconsin Supreme Court hasruled that a Fond du Lac County court didn't violate right-of-first-refusal principles in its decision to set an exercise price higher than fair-market value.

The case, decided on Wednesday, involved a contract between Country Visions Cooperative andArcher-Daniels-Midland Co. that grantedCountry Visions a right of first refusal to purchase a property in Ripon.

In May 2015, ADM started negotiations to sell its Wisconsin grain business assets to United, a third party. They reached a tentative agreement of $25 million for the Ripon property and three other grain-storage centers in the state.

Country Visions learned about the proposed sale in October 2015 and requested a copy of the offer to purchase to decide whether to exercise its right of first refusal. ADM restructured the agreement into two separate transactions and called for United to purchase the Ripon center for $20 million, and the other three properties and all...