Legal Question in Business Law in New York

Is there anything I need to watch out for in the initial conversation with them?

I received a non-conrolling minority interest from my previous employer in 2009 without being represented with all the conditions and facts. I was sold on the opportunity but several conditions were omitted and I only found those out several month later. I have recently left the company that offered me the minority stake and now have to offer it back to them for sale. They have rolled a large part of the business I had ownership in into another business unit and this will most likely negatively affect the valuation of the minority interest and lead to me owning them money. I would prefer to sort this on a mutual agreement rather than on the legal route. I very much enjoyed working for the old company, but my departure ended up being hostile from their end.


Asked on 1/29/13, 10:09 am

1 Answer from Attorneys
Roman Fichman Esq. Law Practice of Roman Fichman Esq.

There are many issues to consider, so without looking at the documents you signed, it is difficult to evaluate what needs to be addressed.

At the very least, you mentioned that the company rolled a large part of the business into another business. That generally cannot be done unless the board of the company properly approved such a deal. The board has a fiduciary duty to represent the shareholders' interest in the company. The board members may have personal liability if they absconded with such duty. Such a roll over may also required the vote of the shareholders (i.e. possibly you) in light of your concern that such roll over would negatively affect your equity.

Therefore, the facts and circumstances need to be carefully evaluated.Feel free to contact my office at your earliest convenience.

Roman R. Fichman, Esq.

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Answered on 1/29/13, 11:33 am


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