Corporate Law Buying out a new minority partner...

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Wheat

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Thanks in advance to anyone taking the time to give me some insight into this situation...

I am now a part owner with my wife in a small business....correction... We have actually morphed into two small businesses over the years that we now own.
Let me explain...
When I met my future wife 15 years ago, she and her mother had a small women's retail shop in a resort area which was not profitable, but paid basic living expenses for my wife at the time. My mother in law took no "salary", just worked with the daughter.
Once we were married, I invested a relatively small amount of my money ($10,000) and a great deal of my sweat equity to expand into the women's sho[ into mens clothing. I also had my own outdoor services business which complmented the business, so we combined everything into a sort of "companion" shop...one location.
The business grew, we changed locations once and it is now a moderately successful family business.
My mother in law recently passed away. As the corp. was set up, she was one third owner of the womens side of the business. My wife and I own the rest.
My side of the business, the "outdoor" services side is 100% in my name, and was kept that way for liability reasons.
The reality of our business model is that we would not be successful if the businesses were not combined to share expenses.
The problem is that my mother in law left 1/3 of her 1/3 share of the women's side of the business to her son and the other 2/3rd's to my wife.
The son is saying that he would like to become involved in the business since he is now an "owner".
We get along OK, but I do not want another partner, at any %. It is enough to deal with my wife as partner all the time on business decisions, and I will admit to insisting on having things my way and controlling my own business without having to explain my motives to another partner, minority or not.
I guess the questions are...
Can I insist on buying him out? I have no problem paying him a fair value of his mothers share, as she wished. What if he says no? What are my options?

Thanks again,
Wheat
 
Can I insist on buying him out? Yes

What if he says no? That is his right.

What are my options? Consult with an attorney in your town to see what kind of offer you can make that will find a compromise between you, your wife and your brother in law and fulfill your mother in law's wishes.

Good luck!
 
Presutin...
Thanks for replying.
You say I can insist on buying him out. As a devil's advocate, if he did not agree for some reason to the value my wife, an attorney, and I agree on his shares worthh, how would the next step work to force him to accept the buy out? Go to court and have a judge settle the value?
 
Unfortunately, he has the right to say he doesn't like the offer or he does not want to sell his share. He can also lawyer up and take you to court to countersue you for trying to take over his share and put up a fight until the cows come home... Best thing is for you to have a sit down with him and your wife, make the offer and play it by year after that.
 
In other words, in the absence of a buy-sell agreement (which you apparently did not have with your late mother-in-law), you cannot unilaterally determine a valuation. If you, your wife and your brother-in-law cannot agree on a price, a court will set one for you. The cost of hiring attorneys and valuation experts will probably be more than the interest is worth (and each party will have to bear its own costs), so there is an incentive for everyone to be reasonable.
 
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