Legal Question in Business Law in California
keeping my stock
I recentley agreed to sell my S Corp stock back to the company based on what the appraisal of the company was worth. It took 8 months to get that answer. I do not agree with it. I have been getting paid weekly against the final price. I want to stop the sale, there's nothing in writing, and keep the remaining shares of my stock. What are my options. I want a second appraisal done, or to trade in my remaining payments for still unsold stock.
It was 42.5% of 480.000, now down to about 140.000 what % is left and can I change my mind and keep it?
2 Answers from Attorneys
Re: keeping my stock
IF you had a written contract, it's terms would control the situation. Otherwise, the company by-laws provide the rules. If the company doesn't agree to what you want to do, then you better quickly consult with an experienced attorney to determine what can be done. Contact me if interested.
Re: keeping my stock
It would take pages and pages of explanation for you to lay out the whole picture of the deal you're in, and why you think it's unfair. A single paragraph certainly can't convey enough facts for an attorney who is a stranger to the situation to advise you accurately. Since a substantial sum of money seems to be at stake (are those numbers DOLLARS or number of SHARES?)
you should contact an experienced corporate law specialist in your community.
There are conflicting legal principles that may apply here. First, you seem to be a party to a contract to sell all your shares. On the other hand, your duty to sell may be contingent upon a satisfactory (to you) appraisal -- or possibly the appraisal is flawed or downright fraudulent.
You need a personal attorney. On the scanty facts given, one cannot tell whether you're proposing to breach a valid contract, on the one hand, or whether you're being cheated, which would excuse your performance under the contract and might entitle you to a price adjustment on the shares already sold, or damages, or both. Or maybe somewhere in between, where the contract could be renegotiated or canceled at this point due to changed circumstances.
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