I feel like I am answering a legal homework question... but the correct distribution is in the middle of the two positions.. The $400K in assets should be paid to Angel to pay Angel as much of the $500K liability as the company has assets. The balance of the $500K debt ($100K) is unsecured and the other Shareholders are not liable for it pursuant to Michigan law (unless the $500K could be deemed a capital call and Angel loaned the money to the other shareholders and not the company). Since the assets of the company are less than the debts, the shareholders get nothing because their equity is zero.
Answered on Jan 15th, 2013 at 7:39 PM