Legal Question in Business Law in Massachusetts

two shareholders wish to sell

If a corporation consists of three shareholders is it possible to sell the business if one of the shareholders is not in agreement? What would the two shareholders who wish to sell need to prove n order to sell the property?


Asked on 1/15/07, 11:36 am

3 Answers from Attorneys

Re: two shareholders wish to sell

It is possible, but depends on relative ownership. It also depends on whether you have a Shareholder's agreement.

I suggest you contact an attorney as soon as possible regarding this matter.

I regularly represent closely held companies and their shareholders.

Please feel free to contact me without obligation.

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Answered on 1/15/07, 11:50 am
Lawrence Graves Coolidge & Graves PLLC

Re: two shareholders wish to sell

Likely there are provisions in the corporate documents (articles, by-laws, stockholders' agreement) that address this kind of situation. The default provision under the new corporation law is that a 2/3 majority can approve the sale, and the minority dissident stockholder would have appraisal rights if he deems the price unfair.

You should bring your corporate documents to a lawyer for an evaluation of your rights.

Best wishes,

LDWG

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Answered on 1/15/07, 12:56 pm
henry lebensbaum Law Offices of Henry Lebensbaum (978-749-3606)

Re: two shareholders wish to sell

I agree with both.

You may be able to force a sale of the property. If the 3rd party is unwilling, and the corporate documents are unclear about this, you can file an action is court seeking this remedy.

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Answered on 1/15/07, 2:59 pm


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