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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 88775
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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I AM INVOLVED IN THE MIDDLE OF A HOSTILE TAKE OVER WITH THE

Resolved Question:

I AM INVOLVED IN THE MIDDLE OF A HOSTILE TAKE OVER WITH THE THE OWNER..HE HAS INTURN STOPPED MY PAYCHECK,TOOK OVER THE MAJORITY OF THE BILLS ALTHOUG I AM LEGALLY.VICE PRESIDENT,TREAASURER AND SECRETARY.HE HAD STOPPED MY CHECKS..IS THERE ANYTHING I CAN DO
Submitted: 12 months ago.
Category: Business Law
Expert:  Law Educator, Esq. replied 12 months ago.
Thank you for your question. I look forward to working with you to provide you the information you are seeking.

What is the percentage of ownership he has and what is your percentage of ownership (doesn't matter how many positions you hold)?

What does your operating agreement/bylaws etc state about the owner taking these actions and forcing out another owner?
Customer: replied 12 months ago.

we are both 49 peercent..him being president..never followed bi laws...his father..my husband just recenttly passed..now he wants full ownership.

Expert:  Law Educator, Esq. replied 12 months ago.
Who has the additional 2% of ownership? Was it his father?

What is your attorney actually doing at this point, as you claim he has done nothing, but he has had to have at least started something?
Customer: replied 12 months ago.

the 2 percent was to be my husbands..james father..never issued actually nothing that i know of..i have called but he has not responded..

Expert:  Law Educator, Esq. replied 12 months ago.
Thank you for your response.

Whether you ever use the bylaws or not, they are what the courts will use to determine what each of you can or cannot do. However, bylaws aside an equal owner cannot just use self help to remove another equal owner. Unfortunately, while his actions may be unlawful, in order to stop him and regain control this requires you having to go to court and get a court injunction to stop him from acting in this manner. If your attorney has not moved to do this yet then you need to consider getting a new corporate law attorney.

What concerns me here is that 2% which belonged to your husband, but if it was not left by will all to his son, you as surviving spouse and the son as descendant would split that 2% evenly and still remain equal owners and as such an equal owner neither of you can force the other out unless the bylaws have some process and then you have to follow that procedure.

You need to look to your bylaws, whether they have been followed in the past or not, to see what the rights of each of you are in this matter so you know how you can best attack this and you need to consider getting a new attorney who will at least seek an injunction to stop the son while this matter proceeds through court because absent a bylaw provision, the court will have to decide this matter under the corporate laws.




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Customer: replied 12 months ago.

are you in the state of pa?

Expert:  Law Educator, Esq. replied 12 months ago.
Thank you for your response.

I do apologize, but the site rules forbid us from taking on any representation from anyone on this site or making personal referrals. I am sorry about that but you can find a good corporate attorney locally at the same sites used by other attorneys, http://www.martindale.com or http://www.hg.org
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 88775
Experience: All corporate law, including non-profits and charitable fraternal organizations.
Law Educator, Esq. and 5 other Business Law Specialists are ready to help you

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