Legal Question in Business Law in California

Re: Never Received Promised Stock

There may be valid reasons for not issuing the stock; you must revisit the promise made you and parse its language (I assume it is in writing, for Heaven's sake!) and figure out what limitations and restrictions are imposed on your unfettered right to claim the stock due to the passage of the three years.

You may indeed be entitled to the stock now, but in my somewhat limited experience with promises of stock, the issuer/employer places many limitations on their generosity, including limits designed to prevent dilution of shares when an acquisition is pending.

The attorney who has been advising you may be right; after all, it's hard to find fault with the opinion of a colleague who has the advantage of meeting with yo personally and perhaps looking at your contract.

Finally, I am not quite ready to agree that your analysis of the tax consequences you face is correct. If your stock ownership is converted from ownership of Corporation X to ownership of Corporation Y as a result of merger, I'd say it's very likely that you won't have a taxable gain at the time of merger. I'm not sure about this, and you should confirm my offhand opinion with a real tax expert.

Re: Never Received Promised Stock

These are all things your attorney can answer for you, and you will obviously need on very soon.