Corporate Law Forced out of Partnership

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plunger

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My jurisdiction is: Oregon

I am a 15% owner of an S-CORP along with 3 other persons, who's ownership are: 15%, 16%, and 54%. I was paid regular distributions along with the others. I was also paid a separate salary for compensation as my job as manager. (I was originally hired just as a manager, the other three owners sold me 15% ownership in order to reward my good performance as well as secure my future with the company.) 7 months ago the regular distributions stopped. 3 months ago I was fired as manager. The other three immediately offered to buy back my 15% shares, at a price less than what I paid for them 2 years ago. They said my firing was performance related. I can, but have not yet, disputed this. I was increasingly frustrated with the commingling of profits with other companies, and voiced these concerns. (The other 3 persons own two other business in which I have no ownership) The company I co-own has "loaned" these other two companies a decent amount of money in the past year, however I do not know the exact numbers. (I stopped receiving regular financial statements about 7 months ago.) If there was no longer any money for distributions, why were we able to loan money to these other independent companies? It is a mess. We do have a signed opperating agreement. Should I try to argue for a decent amount for my shares and lost distributions, or am I out of luck due to being a minority owner tied to some deadbeat business partners. I have gotten some legal advice, but I want a second opinion before I rush or get pushed into making a decision.
 
If there was no longer any money for distributions, why were we able to loan money to these other independent companies?

At the risk of pointing out the obvious, those loans are probably why there was no money for distributions. Loaning money to other corps = not having to pay it to you.

From what I know of s-corps (admittedly not a lot since I am Canadian), despite their tax status, they are still generally governed by corporate law. You might have a claim to an oppression remedy as a shareholder and for breach of fiduciary duty by commingling of funds. You've got a lawyer; what does he or she say?
 
At the risk of pointing out the obvious, those loans are probably why there was no money for distributions. Loaning money to other corps = not having to pay it to you.

From what I know of s-corps (admittedly not a lot since I am Canadian), despite their tax status, they are still generally governed by corporate law. You might have a claim to an oppression remedy as a shareholder and for breach of fiduciary duty by commingling of funds. You've got a lawyer; what does he or she say?

My lawyer did think there is a difinite possibility of breach of fiduciary duty, but he encouraged me to avoid proving such through litigation, because it would be too much work to do so.

We had a meeting (both parties) . They were stern. They are older business men who have a lot of experience and money. I am much younger, with a new family, and little experience. I "blinked" first, and accepted a buyout offer that I was not very happy with. There is no buyout agreement in site. They tell me to "be patient". I haven't seen any money 9 months now. Do I have any weight to throw around, or am I supposed to just sit here and wait indefinitely for my money back without getting any distributions, dividens, or returns?
 
When was this meeting? And when was the buyout agreement supposed to be drafted?

The meeting was two months ago. They were asked to draft a buyout agreement one month ago. They never did. Two weeks ago they sent a message stating how: they have alot of other comitments, they are very busy, so "please be patient."

There are is no timeline set up. My lawyer is also busy with things beyond his control. So I'm just left hanging around in limbo, I certainly know now that nothing is going to get done in 2008. Looking back on this year, I realize that all my hard work I put into this company has just gone down the drain. The comingeling started about a year ago, and ever since that time I think they were ready to consolidate and force me out.

A bit more info: They were always jelous, (on an ego level, not just a business level) of a second business I started on my own. I am glad I did, because it is the only thing alowing me to scrape by now. Our opperating agreement has a "right to compete" clause, so I did no wrong. It also alows me to claim attorney fees for any disputes. Nobody seems to think the opperating agreement has any weight. I can't imagine the others in my situation would just sit arround and "be patient" without ever seeing a dime. Whats worse, I am very concerned with the dirrection the company is going. They are kinda running it into the ground. They rushed to fire me, and did not have a realistic plan to replace me as the day to day manager of the company. They are making alot of bad decisions ever since I was fired as a manager, so the longer I have to wait to sell my intrests, the farther the company sinks down the toilet. (during the meeting they were very keen to devalue they company so as to not have to pay me as much for my shares.) Its a mess.
 
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