Legal Question in Business Law in Texas

hostile takeover

I was a major factor in forming a general partnership We have grown slowly over the last 3 to 4 years. We finally got noticed by a Venture capatalist firm. He told us he liked our idea but we needed some experience on our team. We broguht in a marekting expert and asked for him to help in exchange for minority ownership. He suggested a name change and we discovered that we need to become an LLC and design a new site. We were in discussion of these future plans for eight months. 2 of the orignal 4 founders (minus the expert) all of a sudden descided that we would not longer have 25% stake in the company amongst teh orignal 4 . They gave my brother and I choice. Either you drop down to 5% in the formation of this new LLC while they get higher percentages or they are goinng to take or plans that we all worked on for the past 8 months, along with our new marketing guru, and form the LLC without us. So we have to be a silent partners and agree to 5% or we get nothing at all. Can they do this? Please Help.


Asked on 7/27/07, 1:33 pm

3 Answers from Attorneys
James Grissom Law Office of James P. Grissom

Re: hostile takeover

You might get a temporary restraining order and an action for accounting to make them sit up and take notice of your claim. This might give you some negotiating leverage. Good Luck

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Answered on 7/27/07, 2:35 pm
Jeffrey Brashear The Brashear Law Firm, PLLC

Re: hostile takeover

Based on the information provided, you have a few options available. One being to try to obtain a temporary injunction. Additional information would be required so as to provide you a more clear and definite avenue to proceed down. If my law firm can assist you with this or any other legal matters, please contact my office manager Mr. Ed Smith ([email protected]).

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Answered on 7/27/07, 2:43 pm
Joseph A. McDermott, III Attorney at Law

Re: hostile takeover

If there truly is a partnership? (Is there a written agreement? If not, you may well still have a partnership, but proof is difficualt.) If so, no partnership property or assets can be disposed of other than in accordance with the partnership agreeement; your consent will likely be required. The dificulty arises, of course, if the line between partnership assets and personal assets is obscured -- not uncommon in start up ventures that revolve around intangibles like ideas, software, and marketing plans. Intellectual property can be a valuable asset worth fighting over, but it's obviously trickier to define than a factory or physical inventory. You need to go see a lawyer with ALL the relevant paperwork and set out exactly what it is you think the partnership owns. Only such an analysis can inform you whether your position is strong enough to warrant litigation. You mention a website -- first question: who owns the current website? Who's paying the hositng fees? Call if I can help. Good luck.

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Answered on 7/27/07, 3:24 pm


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