Legal Question in Business Law in Minnesota

Re: business buyout (unfriendly)

If, after examining the corporate records and how assets are held (sometimes key assets are not actually owned by the corporation), and trying to renegotiate tasks (and perhaps compensation) withing the corporation; there is still no way to resolve this dispute because you have equal voting rights both as shareholders and directors; we have deadlock. In the absence of controling corporate agreements, there is a Minn. statute that allows for one of the 50/50 shareholders to petition the court to order the liquidation of corporate assets. Although some precautions can be taken, this process is often harmful to the value of the business as a going concern and thus should be avoided if at all possible.

If you think you've thoroughly attempted to work this out on your own, I suggest you hire an attorney to (1) make another attempt to negotiate this with the other shareholder and (2) make sure that the other shareholder understands that you are willing to compel a liquidation of the corporation if necessary.

Please e-mail me directly if you want to further discuss this.

Re: business buyout (unfriendly)

Without a Buy-Sell agreement, you would be limited to statutory dissolution or voluntary workout.

I have done this with other busineses and have 25 years experience in corporate law.