Legal Question in Business Law in New York

Family Owned Corporation - non-voting stock

Years ago, my parents gave each of their 8 children 10 shares of stock in the family owned corporation as a Christmas gift. Since Mom died, my brothers want to buy the shares from the5 sisters at a value of $1000 each. Should I sell or hold onto my shares?


Asked on 6/17/03, 7:51 am

3 Answers from Attorneys

John Friedman Law Office of John K. Friedman

Re: Family Owned Corporation - non-voting stock

Minority shareholder rights, particularly in the context of a "close" (or not widely held) corporation are very complex issues. It would be impossible to give you a simple "yes" or "no" without first learning some important facts about you, the business, your family, etc. For example, is their a fair-market value determination recently made? By whom? For what purpose? Is this the basis of the $1k/share offer or is it simply a round number that the offerors believe will be acceptable? To be fair to yourself, your family and the company, you really need to ascertain the answers before committing to a course of action.

If you'd like to discuss these issues, feel free to contact me at my office. My firm has been involved in many such transactions. Without a conversation to learn more facts, I can't in good conscience give a more complete answer.

Good luck,

John Friedman

212.366.1324

[email protected]

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Answered on 6/17/03, 7:59 am
Stephen Loeb Law Office of Stephen R. Loeb

Re: Family Owned Corporation - non-voting stock

The question becomes whether this offer is worth it to you. Do you have any independent concept of the value of the stock? Also there may be tax consequences as a result of any sale.

Should you like to discuss this or any other legal matter, I can be reached for on-phone low-cost legal consultation at 1-800-275-5336 x0233699

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Answered on 6/17/03, 9:26 am
Walter LeVine Walter D. LeVine, Esq.

Re: Family Owned Corporation - non-voting stock

You do not indicate the true value of the stock, if any. Does the business show profits? How is it taxed (regular or Sub "S" corporation, as this makes a difference)? What entitlments does stock ownership grant you? Is there any chance the stock value could apprciate over time? Bottom line, if the value is minimal, with no income being produced, and little chance of growth, consider selling and putting the money into something else.

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Answered on 6/17/03, 10:24 am


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