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Ask a Lawyer -- Corporations
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Brought to you by MedLawPlus.com®-- Corporate Bylaws and initial board of directors resolution Price: $14.99 (free trial) |
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Question: If I buy into a corporation (P.C.) as a minority shareholder is there a way to safeguard my investment if the majority shareholder decides to dissolve the corporation? Response: I believe either (1) an unanimous vote of the shareholders under § 351.466 or (2) a majority vote of the board of directors plus the vote of 2/3rds of the shareholders under § 351.464 is required to dissolve a Missouri corporation if it is done voluntarily without court order. Thus, if you own at least 34% of the stock in the corporation, the majority owner cannot dissolve the corporation at his own discretion. Another option to consider is to ask for preferential treatment in dissolution. You could seek to own a separate class of stock from the majority owner holding the equal voting rights with his common stock but gain preferential rights at dissolution. Such an arrangement requires special corporate bylaws and the input of a lawyer to effect. Submitted: 12/10/2008; Michael, Missouri Response: 12/10/2008; JJR Add A Comment |
Ask a Lawyer, Corporations Archives
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