Corporate Law Sale of a business

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Txsun

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My father in law passed away about 3 months ago without a will. There is a business involved 3 adult children 1 second wife to the deceased dad.
The 2nd wife has arranged a meeting for the business to be sold through a lawyer and during that meeting nothing happended just details about how these type of things play out. The lawyer repersented the 2nd wife. She even cut a check to him for that meeting.

Now that the business is selling "not the building" basically the company name client list and inventory...The lawyer is stating the existing debt and attorney fees come off the sale of the business, basicaly to leave nothing for anyone. The lawyer said that this is the law that his fees come off the top. We do not agree, is there something that we are missing??

Dad owned the business it is incorporated the son is the director of the corp, the 2nd wife is the president of the company. The 2nd wife is the repensitive of the estate. Trying to sell the business if there are no buyers, can the son as director close the business down ?
 
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