Legal Question in Securities Law in California

Re: Cororpate Law

To start with the first question, "can he be fired from the corporation:" The president of a corporation serves at the pleasure of the board of directors, and the board of directors can fire the president by voting to do so in the manner provided in the bylaws. If that individual had an employment contract, he could sue the company for monetary damages, but he would remain fired.

Similarly, the board can probably strip an individual of the title "chief executive officer" but I would be a bit more cautious about stating this as a certainty since the CEO title may be governed by different bylaws provisions.

So, the person in question can probably be fired from his capacities as an officer and employee. Removing a 51% stockholder from the board of directors is a different matter. Again, one would have to refer to the corporate bylaws to see how directors are elected and removed, but as a general answer I would say that it would be difficult to impossible to remove a 51% stockholder from the board, with any permanence at least, if that person has not committed a crime or defrauded the corporation.

Finally, you cannot "fire" someone from his capacity as a stockholder. Conceivably there may be ways to strip someone of their stock, but that would usually be as a result of the operation of provisions of some shareholder agreement and it sounds unlikely that there would be anything like this in your case.

Assuming you are a minority stockholder and are adversely affected by this or something else that's going on at this corporation, be assured you do have rights. If this is a public company those rights are somewhat greater than they would be if it were private. I can't describe your rights in more detail because you have provided no particulars as to how you are affected by the goings-on at the corporation. Please contact me if you desire representation.