Legal Question in Business Law in Minnesota

Re: corporate problem

The other shareholder is personally laible to either you or the company only if he breached his fiduciary duty as an officer of teh corporation. Just exercising poor business judgment is not enough.

More importantly, you need to resolve control of the corporation. If there is not a shareholder agreement or other document that specifies management, this should be negotiated. If that is not possible, you should explore your ability to either sell your interest or buy his or force a liquidation of the company through a lawsuit. Deadlocked ownership/management almost always benefits no one and should be resolved ASAP. You can e-mail me directly if you want to discuss this further.

Re: corporate problem

I will need to review your corporate documents and SH records,including any Buy-Sell Agreement.

I have 25 years Business Law experience.

Re: corporate problem

The powers and responsibilities of joint business owners is dependant on other agreements they have. In a corporation these may include bylaws, operation agreements or even Buy-Sell Agreements.

Certainly, there are also impied duties and responsibilities that come with the joint ownership including fiducuiary duties to the other owners. Whether of not such a duty was breached may depend on many things.

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