Legal Question in Business Law in Minnesota

Re: shares not issued

It's basically a breach of contract issue, and may necessitate a lawsuit against the company. The statute says that a subscription agreement (i.e., an agreement by the shareholder to buy stock and by the corporation to issue it) is not enforceable against the SUBSCRIBER unless it's in writing; depending on the circumstances, however, there is some possibility that even an oral agreement could be enforceable against the CORPORATION. Without knowing more about the facts, I can't offer any ideas on that.

Even if the stock subscription is not enforceable, you may have a claim against the corporation for the reasonable value of the stuff you transferred to it.

Standard disclaimer: The comments above are based on limited facts and should not be considered legal advice. We do not have an attorney-client relationship.

That said, if you want to discuss further feel free to shoot me an e-mail or give me a call.

Best regards, Vince King

Re: shares not issued

This is primarily a factual issue (i.e. what was agreed to and who made the agreement). If you and the company (or the other shareholders) cannot reach agreement, litigation will be necessary. I represent both companies and shareholders (or members or partners, depending on the organization used) in such disputes. My first approach is always to try to convince the other side that there will be a suit if agreement is not reached and then often it is the attorneys who win.

I'ld be happy to discuss your matter further. 507-345-8290.