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Loren
Loren, Attorney
Category: Legal
Satisfied Customers: 33134
Experience:  30 years experience representing clients.
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I live in Illinois but I work for a company that is 85%

Customer Question

I live in Illinois but I work for a company that is 85% owned by a Japanese firm based in Yokohama, JapanI'm a member of the board of the parent Japanese firm. I established our US branch office on Oct. 1, 2001. My salary and a business stipend are paid monthly by the parent company to our US-based Citibank account.During my last trip to Japan, I was told the Japanese Ministry of Taxation is questioning the financial arrangement between the parent company and our sister company in the US which I manage.I asked for a copy of the report from the tax office, along with the rules and regulations for our parent company board. I was told there is nothing in writing from the tax office and there are no rules and regulations for the board of our parent company. I found both of these statements VERY odd as all matters are documented fully in most Japanese companies. Also, how can a board function without a list of rules and regulations to base their actions and decision upon?I feel my position is being downsized and I'm being pushed out by bogus statements. What legal grounds do I have, as a US citizen, who is the board member of the parent Japanese company to confront this matter?
Submitted: 1 month ago.
Category: Legal
Expert:  Loren replied 1 month ago.

I am Loren, an Illinois licensed attorney for over 30 yrs. Thank you for your patience as I review the question. I will post my response shortly.

Expert:  Loren replied 1 month ago.

Before we begin a bit more detail would be helpful please.

1. Do you have a written employment agreement for a fixed term requiring cause for termination, discipline or demotion?

2. Do you believe you were treated differently than other employees due to your race, religion, ethnicity, etc.?

Customer: replied 1 month ago.
Hello Loren:Thanks very much for your response with questions. Please see my answers below...1) Do you have a written employment agreement for a fixed term requiring cause for termination, discipline, or demotion?
There is an operating agreement which automatically renews yearly. The members formed an Illinois LLC pursuant to the Illinois Limited Liability Act. The agreement was signed by all members on September 28, 2001. It clearly details reasons for termination, discipline, and/or demotion.2) Do you believe you were treated differently than other employees due to your race, religion, ethnicity, etc.? I worked at the home office of our company for 15 years before returning to the US in 2001 establishing our US branch. For most of this time there has been no feeling of alienation or discord. Over the past several months, there have been key managerial level events I've not been invited to and important decisions I've not been made aware of. If this had happened to management at the home office in Japan, it would have been a grave offense. Of greatest importance, I was told to prepare myself for future management of both the US and Japan companies. When I raise the topic of preparing for this responsibility, it is brushed aside.I'm happy to call for further discussion if that would be helpful.Best Regards,
Mark Wideman
Sanko America LLC
Expert:  Loren replied 1 month ago.
1. Are you a member of the LLC? Is there a written EMPLOYMENT agreement between you, personally, and the employer LLC, or any entity?
2. Do you believe you were treated differently from other employees due to your race, religion, ethnicity, etc.?
Customer: replied 1 month ago.
1) Yes, I am a member of the LLC. Yes, there is a written employment agreement between me and the home office in Yokohama, Japan.2) No, I do not feel I`ve been treated different due to my race, religion, or ethnicity.
Expert:  Loren replied 1 month ago.
Thank you for the additional information.
If the employment agreement and the employment agreement both detail the terms and process for termination, you have the right to demand strict compliance if they attempt to demote, terminate or discipline you.
Since the employment and LLC are both locally based here in Illinois, you can sue them here for breach of either or agreements and be awarded damages under both.
I would suggest that you start preparing by retaining local employment/corporate counsel to review both documents in detail and prepare to respond to any adverse action the company may take against you.
You may also want to start keeping a journal to create a timeline of events as they unfold.
Expert:  Loren replied 1 month ago.
If you need assistance finding local counsel try Martindale Hubble (site rules prohibit us from referring specific attorneys). Many attorneys themselves use this site to locate attorneys outside their jurisdiction or expertise:
http://www.martindale.com/Find-Lawyers-and-Law-Firms.aspxIt is a huge worldwide database searchable by location and specialty. The attorneys are peer rated. So, they represent the top of the profession.
Customer: replied 1 month ago.
Hello Loren: Thanks for the excellent response greatly appreciated.The board of our home office in Japan is asking me to leave the board because the Japanese Tax Office is not accepting my position on the home office board. I commented to them, "My position on the board should not be dictated nor decided by the Japanese Tax Office. This is a mandate by company officials. I've done nothing wrong but have been asked to step down from the board. I asked for a copy of the board rules and regulations and told, "There are no written rules." which I find to be unusual. Can I just be asked to step down and leave the board having done nothing to warrant being asked to leave?
Expert:  Loren replied 1 month ago.

No, not if it breaches the employment agreement and operating agreement. In such a case, you could sue for breach of contract.

Expert:  Loren replied 1 month ago.

You are very welcome.

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Loren