Legal Question in Business Law in Oklahoma

There is not a simple, single silver-bullet answer; but, generally the question goes to issues such as who is on the board, what decisions have been and are being formally made by the board, and are those decisions consistent with ALL shareholders' interest. There are legal duties that accompany major shareholders and board members, and you, as a minority, do have some enforceable rights. Although a court won't step in and make business decisions, a court may step in with circumstances where shareholders are being subjected to unreasonable business decisions not in the best interest of the company and shareholders at large.

Technically, one option is called a derivative lawsuit. This is a special type of lawsuit where a minority shareholder effectively sues the board on behalf of the company, because the board has made decisions harmful to the company's interest. This is only one option, but all start with a thorough understanding of the legal structure of the company and its actions. It can get complex, and I would certainly suggest an attorney experienced in business before charging onto a course of action.

A business attorney will say you need to consult the corporate bylaws to see what shareholder rights are specified. Ordinarily a majority shareholder owes a fiduciary duty to the minority shareholders to act fairly. Shareholders can't simply "cash out" without a corporate dissolution. A dissolution may be best, but then again, it may not. You've only mentioned the assets. There are liabilities, taxes etc. that must be paid before whatever is left is distributed to shareholders. It may be necessary to bring a lawsuit, hire experts, etc. to decide all these issues. Things can get complicated (and expensive) in a hurry. Consult with a good business attorney in your area for specific advice.

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

Franchise Attorney