QUESTION

Shareholder secretly selling shares to another shareholder, making the buying shareholder a majority owner

Asked on Aug 15th, 2020 on Business Law - Texas
More details to this question:
I recently started a LLC company with two business partners/friends. We'll call them Owner #1 and Owner #2, and myself Owner #3. We verbally agreed our shares as Owner#1 = 37.5%, Owner #2 = 37.5% and myself, Owner #3 = 25%. Months later, we are actually profitable and Owner #2 is hurting for money and wants a dividend now. I meet with Owner #1 to talk about what the company could reasonably afford to issue a dividend now, with the willingness to put my dividend back into the company. We didn't come to a decision on when and how much, but I left the meeting with reasonable understanding this would be our approach. However, a few days later Owner #1 tells me he privately bought out all of Owner #2's shares with a private agreement between the two of them, thus making him the majority owner without any prior notification to the rest of the shareholders. There is no buy-out arrangement in our original Shareholder agreement. Can he legally do this?
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1 ANSWER

Civil Litigation Attorney serving San Antonio, TX at Brewster Law Firm
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I've represented many minority-interest owners in corporate matters. Not having a shareholder agreement is a hurdle and generally parties can contract as they see fit. It is an uphill battle, but you do have some rights that you might be able to use. You said that you verbally agreed on the initial ownership percentages. Is that documented anywhere? Are there minutes, emails, texts, or anything that create a record of the agreement for the initial percentages or of the verbal disucssions you had subsequent to that? 
Answered on Aug 18th, 2020 at 9:18 AM

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