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i am 24% owner of a family business, the other 76% forced me

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out. how do i...
i am 24% owner of a family business, the other 76% forced me out. how do i go about getting the dollar value of my 24%, without going through the expense of a costly attorney. It is a subS corporation and there are no buy sell agreements that were ever signed.
Submitted: 9 years ago.Category: Business Law
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12/1/2008
Business Lawyer: Marc Colen, Attorney replied 9 years ago
Marc Colen
Marc Colen, Attorney
Category: Business Law
Satisfied Customers: 9
Experience: 25 years experience, state and federal litigation, intellectual property, business law.
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Hello,

How did they force you out? I don't know of any way without you agreeing. The other owners owe you a fiduciary duty and may be liable for punitive damages as a result; that can bring in a lot of money, as much as over 9 times the actual damages.
<br />
<br />All of the books of the corporation should be available to you and you should be able to see them and evaluate the value of your holdings based on that.

You are in a very strong bargaining point and you really need to talk to a local attorney about the best way to resolve this easily. If there is enough money involved you may be able to find someone to take the case on a contingency basis. Based on the limited amoun, I would certainly consider doing so.

If you are satisfied with this response, please accept by pressing the GREEN ACCEPT.

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This response is for educational purposes only and does not create an attorney-client relationship.

Marc


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Customer reply replied 9 years ago

The mother (51% owner) and brother (24 1/2% owner)

 

My brother left the business 2 years ago ammicably. I was trying to buy out my mother and my brother and i was unable to get financing. At which time, my mother signed her shares over to my brother and he told me that he was coming back, and he was my boss, and i would be working 90 hours per week because he had another job (and the brother was not going to be a full time worker) at which point i resigned. The problem is i hired, which i thought was a good attorney, i have a pile of attorney's bills totalling $30,000 and i have nothing in the end!!

Business Lawyer: Marc Colen, Attorney replied 9 years ago
Your brother is not your boss and cannot make any such demand of you - it is clearly a breach of fiduciary duty no matter how much of the stock he owns.

What do you mean by saying you resigned? Did you just refuse to work for your brother or did you give him your stock. If you just walked away from working then you still have full ownership of the stock and have full recourse against him.

However, if you gave back the stock then you need to look at the agreement to see what you waived. Regardless, the Statute(s) of Limitations have run. If it has, then you have no recourse.   

Did your attorney get well into litigation? That is a VERY big bill if he did not and you certainly have recourse against him just for that. First thing I recommend is to tell him to justify every item on his bill. You should be entitled to that. Then you can ask him to justify everything. He will be very mad but you should be entitled to it. He may offer to waive a part of his fees and you can negotiate that. Don't give very much if did not much.

You can also contact your state bar association to see if there is rule about overcharging. They may be able to get your bill back to reasonable.

The last thing is to contact a different attorney and see if malpractice was committed. If so, your new attorney may be able to settle easily with the bad guy's insurance company. If there was incompetence the state ar may be able to bring charges and get you full restitution.

Good luck!

If you are satisfied with this response, please accept by pressing the GREEN ACCEPT.

POSITIVE FEEDBACK is appreciated.
If you have a follow up, just ask.

This response is for educational purposes only and does not create an attorney-client relationship.

Best,

Marc
Marc Colen
Marc Colen, Attorney
Category: Business Law
Satisfied Customers: 9
Experience: 25 years experience, state and federal litigation, intellectual property, business law.
Verified
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Customer reply replied 9 years ago

No stock was handed over and i refused to work under those conditions with him setting the rules, my hours or him being my boss after 20 years in the business.

i maintain my full 24 1/2 % ownership.

 

When he demanded (after my mother signed over my shares) that i was NOW work ing for him and the hourse were going to be 8-8 Fri, Sat 9-6and 8-2 on sundays that is when i told him that i officially resign from the company.

 

Once again, i still maintain 24 1/2% ownership of the corporation.

Business Lawyer: Marc Colen, Attorney replied 9 years ago
You got it! You resigned from the company employment and did not in any way give up your stock. It's a shame that you're not where I am. I'd love to crush your brother, which is thing that I really love doing!
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Marc Colen
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