Legal Question in Business Law in California
Owner and founder has 75% of the shares of a private corporation. He originally held 100% but gifted 5% each to 5 employees. Now he wants to retire. I am one of the 5% shareholders. What should I be expecting when he retires as far as my stake in the company?
2 Answers from Attorneys
That depends entirely on what happens to the company when he retires. If he sells the company, you should receive 5% of the net proceeds if he liquidates. If he sells his controlling interest but not the entire company, you will continue to own the 5%. He might also structure a deal with a buyer in which the buyer offers you shares in a restructured company. If, however, he just closes his doors, your shares would then become worthless. If that looks like it might happen, you could see if he was willing to sell the business to you five employees rather than close it down, if that would be of interest to you and your colleagues.
Your question is impossible to answer without further details. There might be a shareholders agreement or some other contract that deals with this issue. The owner/founder might just want to shut it down or might be interested in selling it to you and the other owners. You should take the corporation's governing documents to see what rights you have, if any. And of course you should talk to the founder to get specific about his intentions and express your desires to move forward if that's what you want to do.
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