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MShore Law
MShore Law, Attorney
Category: Business Law
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Experience:  Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
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Im a paertner in a company with my Mother and two sisters.

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Im a paertner in a company with my Mother and two sisters. I want to buy the company but my two sisters say no. My mother has agreed to the sale. Mother 49%. Me 16 %, sister #1 24%, sister #2 11%.
Should I buy my mother first and then have own control. and then sell the company to another corporation of mine?
We have had the company evaluated by an outside firm and an outside CPA firm. The two sisters still don' except the sale price.
Where do I go from here.?
Submitted: 1 year ago.
Category: Business Law
Expert:  MShore Law replied 1 year ago.
Thank you for the post, I am happy to assist you by answering your questions. Is the form of a company a S-Corp?
Customer: replied 1 year ago.

Yes S-corporation registered in Michigan doing business in Illinois.

Expert:  MShore Law replied 1 year ago.
Thank you Greg, do the corporate bylaws require a supermajority vote for the sale of the corporation to another entity?
Customer: replied 1 year ago.

By-Laws show just a majority of votes needed. Tha by-laws also show that voting was restricted to the officers of the corporation. The sisters are none of these. I'm not sure if the by-laws change the voting rights but the records show this was changed in 1995. This was done by then the owners Dick Shierling 99% and Mae Shierling 1% to


The President sheall have 55% voting Treasurer/Secretary 15%,Vice-Pres 30%


This seems unusual to me.


The change to by-laws where passed. Jan 1995


 

Expert:  MShore Law replied 1 year ago.
Thank you Greg, you should acquire your mother's shares in the company, effectively giving you control of the company as you would then have 65% ownership of the company. If your sisters do not want to hold an interest in the company after your acquisition of your mother's interest, then you can give them the option of selling their shares to you, and if you do not want to purchase them then they can sell to a third party. To create a new entity and sell this company to that entity, such that your parent company has control of this company would be self dealing, and likely lead to litigation. Also, if there is disagreement as to a sales price, the matter should be arbitrated and the sister's select one arbitrator, you select another, and the two arbitrators select a third and the decision of the arbitration panel be binding as to the sales price (based on independent CPA company or companies' audits). I want to make sure your questions are answered. Please let me know if this does not answer your questions or if you have any follow up questions. If I have answered your questions, please positively rate my answers.
MShore Law, Attorney
Category: Business Law
Satisfied Customers: 25285
Experience: Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
MShore Law and other Business Law Specialists are ready to help you
Customer: replied 1 year ago.

How would I start the arbitration process?


 

Expert:  MShore Law replied 1 year ago.
You can contact an arbitration services company such as http://www.nadn.org/michigan-arbitrators or http://www.adr .org/aaa/faces/home;jsessionid=2g82RH7HRhT1TFYnzTyHlt01BDTnqhV16sr4qQzypnDG0KzrtGq8!-139241198?_afrLoop=325452103281556&_afrWindowMode=0&_afrWindowId=null#%40%3F_afrWindowId%3Dnull%26_afrLoop%3D325452103281556%26_afrWindowMode%3D0%26_adf.ctrl-state%3D16hba5za33_4

Each is an independent body that has attorneys whom serve as neutral third parties for such disputes.

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