Business FAQs
Business FAQs
===========
Question:
===========
Category: Business Law
Location: NJ
Subject: Deadlocked S-corp
12 years ago, we
formed a Delaware S-corp with 1 - 50% shareholder and 2 sharing the
other 50% (28 + 22%). Now, the business does $80,000,000 yearly sales
and there is a fundamental rift between the the two 50%blocks. One side
wants to grow more, the other wants to take some chips off the
table.
The board is
deadlocked; there is no termination clause, no arbitration clause, and
the 50% that wants to grow does not want to let the other 50% out of
the deal. The original shareholders agreement never contemplated that
we would be this successful. How to resolve such a mess?
===========
Reply:
===========
Category: Business Law
Location: NJ
Subject: Re: Deadlocked S-corp
You need separate
legal counsel. A good tax and business attorney can explain the options
and try to resolve the issue while keeping the business
successful.
Some of your choices
are:
1. Having one set of
shareholders purchase the interest of the other shareholders;
2. Splitting the
disputed portion of the business into a different corporation and
selling it while keeping the rest of the business;
3. Working on an
amendment to the Shareholders' Agreement to put in a dispute resolution
mechanism.
I hope this
helps!
Ron Cappuccio
__________________________________________________________________
Name: AL
Subject: Verbal Contract
Question:
QUESTION: I have a verbal contract with a business owner that requires
a 50% distribution of the profit from one of our customers, to each of us.
Transportation moves that charge x amount of dollars, with a margin of profit
added. He is now willing to provide me with the numbers, so I have no way of
verifying my share or total dollars to figure my share. How can I get that info
? Subpeona ? And how should I proceed with this issue to insure I get the
monies I was promised in the verbal agreement. He acknowledges agreement, but
claims all monies have been distributed as given by the agreeement. YET, will
not turn over the info for my review. Can I go to the customer for that info or
is that a no-no ? Appreciate any advice you can give me please. Thanks !
ANSWER:
Al:
First, you should sit down with the owner and explain your understanding of the
deal. If he refuses, you will need some help from an attorney.
Remember, try to be nice first before you make any threats. By hiring an
attorney, you do not have to be the "bad guy."
I hope this helps!
Ron Cappuccio
____________________________________________________________________
Name: Pedro Bessa
Subject: selling suggestions
Question: Can a customer sell a suggestion to a company? If yes, how? If not,
why?
Answer:
Pedro:
Although a customer can sell an idea to a company, it is very rare. Most
companies refuse to accept ideas for new products or any suggestions without a
waiver of rights. This is to prevent claims that a new idea is subject to
outside claims.
I hope this helps!
Ron Cappuccio
|
