Re: My part of corporation...sold???

Mr. Whipple and Mr. Johnson have given you sound information - I just want to add a few comments.

The only scenario under which I could envision you losing your shares would be if you had somehow pledged them as security to the majority shareholder vis-à-vis his personal guaranty. Did that happen?

I'm also curious about the "sale" of the business. Do you now if the buyers purchased the assets of the business, or claim to have purchased all the shares of the corporation? If this was a transfer of assets, you should be entitled to your pro rata share of the proceeds of the sale, after payment of the businesses debts (assumes the buyers did not accept transfer of liabilities. If not, other than the "pledge" scenario its difficult to imagine circumstances under which you're shares are sold without your knowledge or authority. Did you give anyone a power of attorney relative to your shares? More importantly, do you still have the share certificates in your possession?

This definitely deserves a review by an attorney in your area that specializes in corporate and business litigation.

Feel free to let me know if you have further questions. Best regards and best of luck

Now the inevitable caveat:

The foregoing information is provided as an accommodation only, and does not constitute specific legal advice or a biding legal opinion based on a comprehensive review of all relevant facts, nor can provision of such information be construed as creating an attorney-client relationship.

Re: My part of corporation...sold???

Your situation appears very complex. You should find an attorney in your area who can advise you on your rights.

Re: My part of corporation...sold???

It isn't clear from the presentation of the question whether California, Connecticut or Delaware law will apply to your situation.

Although your story condenses a lot of facts into a few sentences and thus is a little hard to follow, it is not an unusual situation. Minority shareholders are frequently bullied by the majority in closely-held corporations. As a consequence, there is a substantial body of law dealing with minority shareholder oppression and minority rights.

Generally, situations like the one you describe end up with a third-party appraisal and pay-off to the minority holder based on the appraisal. However, you may have additional and/or other rights and remedies. There may be problems with board makeup, election of directors, approval of corporate actions, or breaches of fiduciary duty or even fraud.

If the business is worth anything, you should consider retaining a lawyer, especially if the other owner has one for this matter.

A first step is to see whether you need a lawyer in CT or DE rather than Calif., and if you wish, I could review the facts with you to assist you in this determination.

Re: My part of corporation...sold???

The majority owner can sell his shares, but you as a minority shareholder still have rights, including representation in company business and buyout of your share per any buy/sell agreements and the law according to the actual value of those shares. Check with a business/litigation attorney to review the corporation documents you have and to give you the rights/remedies specific to your case.