QUESTION

Is this legal for a CEO who owns 51% and spends company funds on their own private interest?

Asked on Dec 13th, 2012 on Labor and Employment - Washington
More details to this question:
I have a friend that works for a company. It is a private company that has multiple owners. The CEO owns 51% and spends company funds on their own private interest; their house getting painted, the paint, pine straw, spouses and kids vehicle and gas family dining etc.
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6 ANSWERS

Elder Law Attorney serving Hollister, CA at Charles R. Perry
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This is some chance that the CEO's conduct is legal, but it is not at all clear. The majority shareholder has certain fiduciary obligations to the minority shareholders, and the CEO has certain fiduciary obligations to the corporation. Obviously, spending money for personal needs like this raises some questions. The CEO may try to claim that his Employment Agreement with the corporation say that this is permitted compensation, but even that may be suspect. The rights of a minority shareholder here are limited. In general, minority shareholders can pursue a derivative shareholder action against the corporation, they can sue directly for breach of the majority shareholder's duty to them, or they can bring an action to dissolve the corporation. Not all options, however, are available in every situation. You would need to speak to a lawyer knowledge about corporate shareholder disputes to fully advise you. You should also bear in mind that the corporation will likely pay the attorney's fees of the CEO here.
Answered on Dec 17th, 2012 at 12:27 PM

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Appellate Attorney serving Grosse Pointe Farms, MI at Musilli Brennan Associates, PLLC
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From your description the actions of the CEO do not sound proper, however what interest does your friend have in his behavior? To the other co-owners of the operation would certainly have a reasonable complaint for such activities.
Answered on Dec 14th, 2012 at 4:33 PM

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It likely is legal. That would be between the owners. If it is not legal, the cause of action would be with the IRS or the other owners.
Answered on Dec 14th, 2012 at 4:06 PM

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Chapter 13 Bankruptcy Attorney serving Winston-Salem, NC at Love and Dillenbeck Law
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No, this is not legal in that creditors and others who the company owes money to can use this as a way to attack the protections a corporation gives him.
Answered on Dec 14th, 2012 at 3:52 PM

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Commercial Contracts Attorney serving Boise, ID at Peters Law, PLLC
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It may be legal. It depends on what the other owners think about it. You have not said if the other owners are family or independent third parties. Normally, it isn't the employees' business as to what happens at the corporate level. Presumably, the books are reviewed by accountants and the information is distributed to the other owners. Also, it is entirely possible that there is an employment agreement between the company and the CEO that requires the company to pay those expenses.
Answered on Dec 14th, 2012 at 3:52 PM

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Minority owners have certain rights. Much may turn on any employment agreement the company has with the CEO. Start with the Articles of Incorporation and By-laws. How the CEO spends corporate money may create an unfunded tax liability for both him and his company. The minority owners may have a claim for breach of fiduciary duty. If you are a minority owner, you should gather your company documents and speak with an attorney.
Answered on Dec 14th, 2012 at 3:51 PM

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