Legal Question in Business Law in Minnesota

interest in spouses business??

5 years ago, my in-laws gifted my husband and his brother 10% (5% each) of their business. At the same time, they drafted up a buy/sell agreement between them and their sons so that if my husband was to die, my husbands shares would go back to them instead of going to me. I have been an employee of their company for the last 7 years and do all the office work. They have been making very questionable decisions (based on personal needs, not business needs) and I have made comments regarding my concerns. I was told it was none of my business. I understand that upon my husbands death, they buy me out and I don't have a say. But I was always under the impression that I did have some interest in the business due to our marriage. It may not amount to anything because my husband only has 5% anyways, but at least I can have an opinion on issues and feel free to voice them. Am I completely wrong here or do I have a say (or a voice) in things that go on in this business. My mother-in-law seems to feel that since the shares were gifted, the boys are not ''real'' owners anyways since they didn't buy into it. But with their decisions, it's starting to be the source of real contention... Suggestions or guidance would be appreciated...


Asked on 8/01/08, 3:13 pm

2 Answers from Attorneys
David Anderson Anderson Business Law LLC

Re: interest in spouses business??

Any shareholder, even of 1 share, has the absolute right to all financial and corporate records of the business.

Your Husband has that right under Minnesota Corporations Law.

Although he is a minority shareholder, there are provisions in the statute for dissolution of the business by court order if he is treated unfairly.

I would have to review the Buy-Sell to advise you on rights in the event of death or divorce.

Call or email for assistance.

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Answered on 8/01/08, 7:55 pm
Maury Beaulier612.240.8005 Minnesota Lawyers

Re: interest in spouses business??

I am afraid that you gain no legal interest in ownership to the company based on your marriage to a shareholder if the corporate documents include language that properly provides for a buy out upon death.

Since you are not a shareholder, you do not have a right to the corporate bookd or to direct the operations of the company. Your husband, would have that right.

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Answered on 8/02/08, 11:08 am


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