Legal Question in Business Law in California

corporate issues

I formed a small corporation last year alone. At the time I was to have business partners, however they worked for Amgen and it was a conflict of interest for them to be involved with the company. I have ran the corporation for the past year daily alone and now that they arent happy with the decisions I have made (such as paying employees, rent, vendors, and misc bills) they are threating to sue me personally. I still have all of the corporate docs and stocks in my name - nothing has ever been transfered. Do they have ANY legal rights to come after me?? They are saying I either sign the company over to them and pay them $20,000.00 or they will sue me.


Asked on 4/23/09, 3:26 pm

3 Answers from Attorneys

Robert F. Cohen Law Office of Robert F. Cohen

Re: corporate issues

You should bring your documents to an attorney to carefully review, along with any e-mails or correspondence. One cannot give you a general answer to your question without a thorough analysis.

How were they "partners" in a corporation? Were they on the corporate documents? Did they receive shares of the corporation? Did they contribute financially or with their time? Were they mere employees? These are all things for the attorney to consider before giving you an answer. Good luck!

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Answered on 4/23/09, 3:49 pm
Cathy Cowin Law Offices of Cathy Cowin

Re: corporate issues

Sometimes it isn't just whether someone has a legal right to come after you. In this case, I'm guessing that they are saying there was a "side" deal where they were going to own a part of the business but not show it on the papers because of their situation with the other company. If that was the case, they can attempt to sue you for fraud. Even if they don't have a case, this doesn't prevent a case from being filed. It sounds like a good time to get ahead of it and try to snuff out the problem before it becomes a lawsuit if possible. If they sue without a legal basis, this may be malicious prosecution. It would be a good time to explain the entire story, from the first discussion with the potential partners to the present with legal counsel.

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Answered on 4/23/09, 4:38 pm
Terry A. Nelson Nelson & Lawless

Re: corporate issues

Unless they have proper paperwork proving they are entitled to 'something' in the company, tell them to go pound sand. If they haven't invested in the company, or participated in the company, they have no interest in the company unless you put such interest in writing. That doesn't mean they won't sue you. 'Anybody can sue anybody for anything'. But winning is different. Feel free to contact me for legal help and consultation in this.

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Answered on 4/23/09, 5:59 pm


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