Appellate Practice Attorney serving New York, NY
What do the shareholder agreement, operating agreement, bylaws, and/or certificate of incorporation provide? If none of them speak to the issue, it would be governed by statute. I am not familiar with the corporate laws of Texas (assuming that the business is incorporated in Texas; many businesses are incorporated in states other than where they operate), but most states require such drastic transactions to be approved of by a super-majority of shareholders, often 2/3. If the shareholders are deadlocked, you should be able to petition the courts to dissolve the corporation.
Answered on Feb 27th, 2014 at 5:08 PM