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Similarly, in Blohm v. Kelly, a minority shareholder alleged that a majority shareholder and sole officer and director “abused his position in the corporation by paying himself excessive compensation and by using corporate assets to discharge personal debts and debts of another business.”

102, 105 (Minn. 1921) (noting that corporate funds “do not belong to the stockholders, but to the corporation”); (stating that corporate assets belong to the corporation, not its shareholders).

See, (noting 9 that corporate assets belong to the corporation, not its shareholders); Baldwin v. Canfield, 1 N.W.

For that reason, “we look not to the theory in which the claim is couched, but instead to the injury itself.” (quotation omitted) .

(stating that “[c]orporate assets do not belong to the stockholders, but to the corporation”) (quotation omitted); see also Baldwin v. Canfield , 1 N.W.

For example, in Blohm v. Kelly , a minority shareholder alleged that a majority shareholder and sole officer and director “abused his position in the corporation by paying himself excessive compensation and by using corporate assets to discharge personal debts and debts of another business.”

(“[I]n a dissolution proceeding, a district court lacks personal jurisdiction over a nonparty and cannot adjudicate a nonparty’s property rights.”); see also Blohm v. Kelly , (“Corporate assets do not belong to the stockholders, but to the corporation.” (quotation omitted)).

They claim that their argument is supported by Blohm v. Kelly, a case in which we concluded that a minority shareholder was 13 entitled to trial on the question of “whether th e [corporate] records [he] seeks are records to which he is entitled by statute.”

In determining whether these allegations implicate 5 direct or derivative claims, where a shareholder contended that a corporation violated Minn. Stat. § 302A.461 (2008) by denying him access to corporate records.

6 whether a claim is direct or derivative is subject to a [de novo] standard of appellate review.”