Legal Question in Business Law in New Jersey

Conflicted shareholders in S-Corp

12 years ago, we formed a Delaware S-corp with 1 - 50% shareholder and 2 sharing the other 50% (28 + 22%). Now, the business does $80,000,000 yearly sales and there is a terrible rift between the the two 50% blocks. One side wants to grow more, the other wants to take s ome chips off the table. The board is deadlocked; there is no termination clause, no arbitration clause, and the 50% that wants to grow does not want to let the other 50% out of the deal. The agreement never contemplated that we would be this successful. How to resolve such a mess?


Asked on 4/13/08, 11:32 pm

1 Answer from Attorneys

Barry Kozyra Kozyra & Hartz, LLC

Re: Conflicted shareholders in S-Corp

You need to engage counsel with a direction at obtaining a solution that avoids expensive and contentious litigation. Mediation is one alternative and arbitration another but the last approach is a fight in the courts as it will damage or even kill the splendid success of what you have. If it cannot be resolved alternatively then the Courts will get involved to come up with a solution to the deadlock (usually some form of valuation with a buyout or even a business division) - I would need to know more facts before guessing how that might be accomplished.

Our law firm is involved with both non-litigated and litigated solutions to such dilemmas. I strongly suggest that you engage counsel forthwith to review your options before disharmony takes over and the resolution becomes more difficult and costly.

Disclaimer: Your question and any response given are not intended to create an attorney-client relationship. The response given is not intended to be relied upon by you or anyone else as it is based only on the limited information which you have provided. Other information is needed before advice can be given including facts which you have not supplied which may change the response to your question.

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Answered on 4/14/08, 12:11 am


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