Legal Question in Business Law in Arizona
Protection for minor shareholder
My partner put up 90% of the money to buy a business which I run by myself. We have equal shares. She now wants 51 shares in the corporation leaving 49 for me. If I agree to this are there ways to protect myself from being "fired" or bought out or the business being sold from under me? Can I put a clause in the contract for a realistic amount as settlement if any of these events occur?
1 Answer from Attorneys
Re: Protection for minor shareholder
The first thing is all yor questions depend on the state's laws under which you operate. You say she is a "partner" and you share equally. This seems to imply that you have no prior written agreement if so there is no corporation formed which leaves you with a partnership based upon an oral agreement. If she wants to now form a corporation with differing shares you must protect yourself as you indicate if you in fact want to form a corporation.
Without knowing more it is difficult to direct you other than to seek counsel with specific experiance in business entity formation and operation.
Good luck.
P.S. You are not being obstructionist by hiring counsel but a prudent business operator. She should also seek counsel different than yours. It is much better to have all the rules set from the begining than have the rules change in mid-stream as it seems they are now. If you can't come to terms now then it is better to know now and move on than continue in a relationship that may sour in the future.
Jeffery Hess
Hawkins-Smith
3309 Chuckwagon
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