I'm the only person working in it in the US. A portion of the initial goods shipped to the US have not been paid. However, starting with 2012, all goods acquired from the Italian manufacturer have been prepaid. We started at the end of 2006.
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I'm sorry but if the company began at the end of 2006 and is still struggling financially I don't understand why you do not want to end the company. Did the members unanimously decide to increase your ownership in lieu of salary?
My advice is to join with your partner in ending this business.
I have seen similar scenarios played out. The Italian partner supplies a large quantity of original inventory based on what they think should be popular, only to discover that the mix is all wrong and the American market wants large quantities of some products, and virtually none of others. So a large quantity of the inventory sits and gets stale.
Unfortunately Italian banking and accounting regulations work differently than those of the US, making it nearly impossible to bite the bullet on the stale inventory and deal with it properly on the Italian partner's side.
OP, if I am leaning in the right direction about what is going on here, no matter how viable and potentially profitable the business is, factoring out that stale inventory, your Italian partners are under enormous pressure from their banks and what loosely translates as the "fiscal police" in Italy. Your operating agreement makes it impossible for them to do anything without your agreement, but they WILL tank the business by refusing to ship any more product, and WILL violate the agreement by contacting the larger of your customers and shipping to them directly if they get desperate enough.
You may be better off negotiating a buyout. They may be willing to buy you out in order to be able to do what they are being pressured to do more rapidly.
Ten days ago I asked for a buyout amount equal to my yearly take home, performance guaranty, times 20 years; the Italian member replied it was blackmailing. Then he filed the request for arbitration. He admitted that he wants to close the company so that somebody else can start the same business, run it better, greatly expand the market and make more money. He found out that he could not do that if the current LLC is around, because the LLC has FDA regulatory access, and owns the IP. He stated that he's not interested in the debt of the inventory the LLC owes to his Italian company (that means he would give it up). To me this means that the LLC has value but that he's not willing to pay up.
Any suggestion to what present and prepare for the initial arbitration teleconference would be appreciated.
P.S.: The arbitration demand is dated 9/1/15, the arbitrator received it on 9/2/15; the Italian partner delivered it to me via e-mail only on 9/4/15; shouldn't it have been sent to me at the same time? Is this correct according to the arbitration rules, and if not does it give me some point, showing that my adversary is intent on breaking/bending the rules to his advantage?
The other thing not clear to me is if the $140,000 amount stated in the dispute statement is a request for damage if the company doesn't close, or money the other member is trying to recover in a closing.
It's hard to give advice when the seeker does not provide the information at the start of the discussion. As others have said, you need to find a business attorney to advise you and represent your interests. Give your attorney the operating agreement and whatever other documents you think might be important. After a careful review of the documents you should have a long meeting with your lawyer. Good luck.
Near the top of the page is a "faq" button which will take you to a search engine. Search the term "attachments".
I would like to see the company's start-up agreements but do not wait on seeking a lawyer. That's much more important than posting on a forum.