Business Partner Wants Me to Sell

[KateMM1976]

My question involves business law in the state of: Tennessee

I am 25% owner of a small mortgage company with licenses in TN, KY, and FL. We are incorporated as an S-Corp in TN. My business partner wants to buy me out, in fact she is practically insisting on it and I have my suspicions as to why despite the fact that I am the primary income producer for the company. I am the creative/marketing person, she is the business/accounting person which (yes I know -bad idea) is not in my best interests but I always tried to work to my strengths for the best interest of the company.

Now that she wants to buy me out, I'm wondering what my rights are. I have a stock certificate, a K-1 and my name on all bank accounts, corporate agreements, etc. so I don't think establishing ownership would be an issue. Truthfully, I have no idea how much the company is worth or how much my shares are worth. It is my understanding that she cannot force me to sell but she is saying that if I don't sell that she will pull my license from the state (not sure how legal THAT is)...

What are my rights as an owner and if needs be, what type of lawyer should I hire to work on it for me? I'm not totally against selling, but I want to be certain that I'm getting a fair amount for the 9 years of hard work I've put into the company.

Also, I'm worried that she will run it into the ground with her short-sightedness without me there to counterbalance her...then where would all of our employees be? She already has a very bad personal reputation in our area as being hard to deal with and in our industry that isn't any way to help business.

Any help would be appreciated.

[LawResearcherMissy]

You'll want to hire an attorney who specializes in Business Law.

Contact the Tennessee State Bar Association for a referral.

[lwpat]

You are in a bad position as a minority sharelholder. Before you continue to improve the business you need to evaluate whether you could do better on your own. You do have the right to see all of the company's books and other information. There will be no market for your shares so you can only expect a bottom dollar offer.

You need to worry about yourself, not what will happen when you are no longer there.