Legal Question in Business Law in Georgia

S Corporation Shareholder Rights

I have 30000 class B units in a S Corporation that has basically gone under water. I received a put on the options and sent it in 6 months ago and just received word on the amount they will give me for the put ($.44/option). The prior valuation was at $1.12. Two questions - am I legally entitled to the prior amount of the put based on when I sent them the put option request? And if I truly believe they have been negligent and that the company board's decision was responsible for the demise of the organization (they never took shareholder input or ran the financials by shareholders) - is there anything I (or we) can do to fight the organization from a shareholder perspective?

The company I work for is based in Georgia, but I believe it is incorporated in Delaware and the Board (holding company) is based in Canada.

Please advise. Urgent assistance required.


Asked on 4/03/09, 3:16 pm

2 Answers from Attorneys
Glenn M. Lyon, Esq. MacGREGOR LYON, LLC, Business Attorneys

Re: S Corporation Shareholder Rights

Your rights regarding the option would be in the shareholder's agreement (or similarly titled contract). Have a business attorney review the agreement and the company's internal documents to provide a comprehensive answer.

Regarding fighting the company from a S/H perspective, you may be able to initiate a derivative action against the directors/officers of the company depending on the circumstances. Consult with a commercial litigation attorney.

If you would like to discuss any issues further, please feel free to contact my office. My contact information is below. Thank you.

The foregoing is general information only, not specific legal advice. No attorney/client relation has been created or should be implied.

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Answered on 4/03/09, 3:22 pm
Charles W. Field Charles W. Field, Attorney at Law

Re: S Corporation Shareholder Rights

You didn't really think you could get a complete and reliable answer in this type of forum, did you? Consult with a local attorney.

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Answered on 4/03/09, 7:02 pm


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