Legal Question in Business Law in Florida

S- Corporation Internal Buyout

I recently parted ways with an S- Corporation that I have 5 % ownership of. I am also a corporate officer holding the position(s) of Secretary-Treasurer. Aside from myself, ther are 4 other owners of the company, all with a greater percentage of ownership than me. They are saying that beacause I left willingly and somewhat abrubtly (due to a personal conflict with one of the owners) that I either have to accept their insulting buyout offer or they will attempt to recover my 5 % ownership and I will receive nothing. I have presented them with what I believe to be a fair offer and told them if we could not come to an agreement I would wait to receive my 5 % when the company is sold. Do they have any right to take back my ownership because I no longer want to be employed with the company?


Asked on 7/06/06, 3:17 am

1 Answer from Attorneys

Thomas Shigo The Shigo Law Firm, P.A.

Re: S- Corporation Internal Buyout

When a majority of shareholders take actions that result in an exchange, redemption, reclassification or otherwise affects the voting rights of a minority shareholder, that minority shareholder might be entitled to assert appraisal rights and obtain payment of the fair value of the shareholder's shares. At this point I do not have enough specific facts to tell whether this would apply to your situation.

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Answered on 7/10/06, 10:27 am


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