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You seem to be on the right track and your concerns are justifiable. You are a minority shareholder and have certain rights.
Minority shareholder rights consist of rights that are generally available to all shareholders and rights that may be available under state close corporation laws. Corporations are governed by state law and shareholder rights are set out in the corporate statute of the company’s state of incorporation. Typical rights are:
• The right to vote on the election of directors;
• The right to amend corporate bylaws;
• The right to amend articles of incorporation;
• The right to vote on major corporate events such as mergers, liquidation, or the sale of substantially all the corporation’s assets;
• The right to take action through a written consent;
• The right to annual stockholder meetings;
• The right to call special stockholder meetings; and
• The right to inspect books and records and the list of shareholders.
If you are being “freezed out” of decisions making, profits, the right to review records as permitted by statute, then you possibly have a personal claim as well as a derivative claim (a claim on behalf of the corporation). There may be an attorney that would take your case on contingency.
This information provided to you is informative and helpful. If you need clarification, feel free to hit reply so we can work on any clarification prior to providing a rating. Otherwise, please provide a positive rating now without an additional cost to you so I receive credit for the services I am providing to you. I am doing my best to help you. Thank you, Damien
I see you rated my answer "poor service," which is a negative rating for me. However, I believe you may have been frustrated because I did not address your follow up question. I am sorry and understand your frustration. I am doing my best to help you. I was just notified by the system of your follow up question.
You are correct, the money of the company to use for some of the shareholders' buy sell agreement is inappropriate. All shareholders should be part of a shareholders' agreement and treated equally, unless there are different classes of shares.. As I mentioned, you could bring a claim against the directors on behalf of all the shareholders or a claim yourself for a breach of fiduciary duty.
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