Legal Question in Business Law in Minnesota

Urgent Help Needed!

I'm currently a equal 1/3 owner of an online tech company that has been around for more than 3 years. We do have a partnership agreement amongst the three of us. Recently (last 9 months) we've had one owner that has gone rogue and decided that he is going to do things his way and control the majority of the companies decisions. I'm at the point where I feel I need to get out before he runs this company into the ground and takes me and my family with it, or stay and deal with his demeaning, condescending and patronizing ways for the next 3-6 years until we finally make money. My questions is...I would like to review all of the company paperwork (partnership agreement, business plan, marketing plan, investor paperwork, financials, etc) in order to make an educated decision on (1) where this company is going currently and into the future, and (2) if it's smarter for me to get out while I can. The problem is, that partner will not share any of the previously stated paperwork (company paperwork). What are my options? If I do leave, do I have a right to anything? Thank You for your help!!

ps...Recently we've had to 'self' evaluate the company in order to show the value of our company to a potential investor...this number came directly from our rogue partner. Is this or is this not a correct way to evaluate the company? If so, am I entitled to my 1/3?

Do I have the right to sue, if he continues to withhold this information?

Thanks again!


Asked on 6/13/11, 8:39 am

3 Answers from Attorneys
David Anderson Anderson Business Law LLC

I have 30 years rxperiene advising business owners , call or email for appointment or conf . Call

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Answered on 6/13/11, 8:56 am
David Anderson Anderson Business Law LLC

Under MN Corporate law, you have absolute right to all corp and financial records.

You also have very powerful remedies avail. to you as a minority interest SH if treated unfairly by Board or Officer of Corp.

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Answered on 6/13/11, 10:07 am
Kevin B. Murphy Franchise Foundations, APC

As a Franchise Attorney I add the following. Much depends on what your partnership agreement says, and whether you are a general partner or a limited partner. Bring all the documents to a good business or franchise attorney in your area for specific advice.

Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.

Franchise Foundations, a Professional Corporation

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Answered on 6/14/11, 6:44 am


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