California  |  Business Law

Legal Question

Asked on: 9/11/13, 11:12 pm

Hello, I am a minority shareholder in a private company (COMPANY A) structured and operating as a California S-Corp. I physically attended the company's private shareholders' meeting several months ago. The meeting was held in California. I audio-recorded the entire meeting without anyone's knowledge nor consent. In the meeting, the CEO clearly admitted and acknowledged the proper interpretation of a key section (SECTION X) of an asset purchase agreement that this company had with another company (COMPANY B) that i am also a shareholder and additionally a director of.

More recently, and not to our surprise, COMPANY A is in our opinion now in breach of the asset purchase agreement with COMPANY B. The CEO of COMPANY A's current verbal position on the interpretation of SECTION X is completely opposite and negates what he said in the shareholders' meeting regarding SECTION X and thus what was clearly recorded in digital audio by me.

My questions are: 1) is it legal for me to have audio-recorded the shareholders' meeting in the first place? -AND- 2) if so, is the audio recording admissible in California arbitration proceedings and/or court?

Hopefully these questions are of some interest to dig into. Best Regards!

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