Legal Question in Business Law in Delaware

If a US Corporation has two minor US shareholders and one UK major shareholder can the two US owners stand against the UK owner of the UK owner is jeopardizing the business of the US company?


Asked on 8/08/14, 4:35 pm

1 Answer from Attorneys

Roman Fichman Esq. Law Practice of Roman Fichman Esq.

Assuming this is a c-corp, generally speaking, the nationality of the shareholder is irrelevant. Rather the process of voting is of importance. The vote has to be done according to the procedures outlined in the certificate of incorporation and/or bylaws of the corporation. If neither document addressed the voting procedure then voting is done according to the corporate law of the state of corporation.

In addition, if the the minority shareholders believe that the majority shareholder is not acting in the best interests of the corporation, then the minority shareholders could initiate a shareholder derivative law suit to try and stop the majority shareholder.

Shareholder disputes tend to escalate quickly so I urge you to consider legal representation to avoid unnecessary problems and higher costs down the road. Feel free to ping me offline.

Roman R. Fichman, Esq.

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Answered on 8/09/14, 7:53 pm


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