QUESTION

What are the legal implication of the shareholder?

Asked on Jan 11th, 2013 on Bankruptcy - New Jersey
More details to this question:
Angel, Leena, Joe and Lee incorporated a company in 2000 called Shiny Stars Sdn. Bhd. They hold all shares in the company, each contributing $200K to the initial capital. In return, each of them was issued 200 shares. Last year, Angel gave an unsecured personal loan of $500K to the company as it was facing financial distress. Last week, Leena, Joe and Lee passed a resolution to wind up the company. The company has no other creditors apart of Angel. It is now estimated that the value of the assets worth $400K. Angel contends that the amount $400K should be returned to her as the company has yet to pay her money. She is also of the view that the shortfall of $100K is to be personally repaid by all four shareholders in equal proportions. Meanwhile, Leena, Joe and Lee argue that the amount of $400K should be returned to the four shareholders in equal proportions. They are of the view that the company is not legally obliged to repay the debt owed to Angel as the loan was given to the company in her capacity as a shareholder. Required: Analyze the legal implication(s) in the above situation.
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3 ANSWERS

Employment & Labor Attorney serving Weston, FL at Behren Law Firm
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There are quite a few issues here. Did the company have a shareholder agreement.
Answered on Jan 15th, 2013 at 8:34 PM

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Business Law Attorney serving Bingham Farms, MI at James T. Weiner, P.C.
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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

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Bankruptcy Law Attorney serving Livingston, NJ
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This sounds like a law class homework assignment.
Answered on Jan 15th, 2013 at 7:32 PM

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