Tilted Forum Project Discussion Community  

Go Back   Tilted Forum Project Discussion Community > Chatter > General Discussion


 
 
LinkBack Thread Tools
Old 10-01-2010, 08:57 AM   #1 (permalink)
Tilted
 
Employment question

I'm a 15% partner in a small engineering firm of about 30 people. When I started with the company and began buying shares the boss was great. Since then the boss has retired & sold his shares to someone else who has become the majority shareholder/manager. In the 3 (4?) years since that has happened I have watched the manager fuck up at every turn. He does not take any input from the other 3 shareholders and pisses away the company at every turn. So I've decide to get the fuck out. I live in a small town with limited opportunities in my field. The shareholders agreement says that I can not compete for 1 year after I leave so I can not continue doing the same thing privately for 1 year. I can't afford to be unemployed for a year. If i quit I pay large taxes on the sale of my shares, if I'm fired I pay less taxes.

Should I tell the shareholders that I am actively looking for employment elsewhere and that I will be bailing as soon as I find something else?
beavstrokinoff is offline  
Old 10-01-2010, 09:47 AM   #2 (permalink)
Asshole
 
The_Jazz's Avatar
 
Administrator
Location: Chicago
You need to talk to an employment lawyer. You need one to look at both your employment contract and the corporate by-laws. There are more options here that I think you realize, but I'm not a lawyer and could be missing some or have some wrong.

Seriously, don't take advice from here. There's no way that you'll get advice good enough to keep you out of court, either from your employment contract or bankruptcy.
__________________
"They that can give up essential liberty to obtain a little temporary safety deserve neither liberty nor safety." - B. Franklin
"There ought to be limits to freedom." - George W. Bush
"We have met the enemy and he is us." - Pogo
The_Jazz is offline  
Old 10-01-2010, 11:44 AM   #3 (permalink)
Devoted
 
Redlemon's Avatar
 
Donor
Location: New England
What Jazz said; also, in some states, 'non-complete' clauses are unenforceable. An employment lawyer will know the answer to that question.
__________________
I can't read your signature. Sorry.
Redlemon is offline  
Old 10-01-2010, 12:24 PM   #4 (permalink)
Asshole
 
The_Jazz's Avatar
 
Administrator
Location: Chicago
Correct. There's also sometimes conflicting case law. I know in our case, our CA guys just walked out because the non-compete, non-solicitation clauses weren't enforceable at all - something everyone always knew. In IL, we're still litigating. Same with CT, but in GA, it's all done.

Talk to a lawyer. It will be worth the money.
__________________
"They that can give up essential liberty to obtain a little temporary safety deserve neither liberty nor safety." - B. Franklin
"There ought to be limits to freedom." - George W. Bush
"We have met the enemy and he is us." - Pogo
The_Jazz is offline  
Old 10-01-2010, 01:25 PM   #5 (permalink)
Insane
 
Esco's Avatar
 
Quote:
Originally Posted by The_Jazz View Post
You need to talk to an employment lawyer. You need one to look at both your employment contract and the corporate by-laws. There are more options here that I think you realize, but I'm not a lawyer and could be missing some or have some wrong.

Seriously, don't take advice from here. There's no way that you'll get advice good enough to keep you out of court, either from your employment contract or bankruptcy.
Great advice right here.
__________________
The user formerly known as BlingBling
Esco is offline  
Old 10-01-2010, 03:36 PM   #6 (permalink)
Junkie
 
eribrav's Avatar
 
Location: upstate NY
Yep.

Quote:
Originally Posted by The_Jazz View Post
Talk to a lawyer. It will be worth the money.
I would look at it this way: You can talk to a lawyer now, on your own terms, and control the field of battle, or you can talk to one later and fight a defensive battle the whole way.

I'd go now.
eribrav is offline  
Old 10-01-2010, 05:17 PM   #7 (permalink)
Junkie
 
Borla's Avatar
 
Quote:
Originally Posted by eribrav View Post
I would look at it this way: You can talk to a lawyer now, on your own terms, and control the field of battle, or you can talk to one later and fight a defensive battle the whole way.

I'd go now.
This.

Go consult with a lawyer that specializes in employment/corporate law.
__________________
Coimhéad fearg fhear na foighde!!!!
Borla is offline  
Old 10-02-2010, 05:08 PM   #8 (permalink)
Sober
 
GreyWolf's Avatar
 
Location: Eastern Canada
First of all, everyone else's advice is right on. See a lawyer. But not a labour lawyer. See a contract lawyer.

The OP's problem is the shareholders agreement. It is legally enforceable just about everywhere as it is a form of a business CONTRACT. Not an employment contract. Non-competition was a consideration he had to make in order to buy the shares. IANAL, but I am a shareholder, subject to a shareholders agreement. The terms we put into that agreement (and the 3 others that I have helped to work out since then) are for the protection of the shareholders of a narrowly held company that has no likelihood of either being publicly traded, and whose shares are not readily saleable.

I would be interested in knowing if the SA has a shotgun clause. If so, have you considered pulling the trigger on it? If not, and it is there, then the threat of pulling the trigger at some price the majority (or other) shareholders would find uncomfortable is often enough to make them change their ways. But if you are considering that, think about whether or not you can find the backing to buy the whole company (even if very briefly), and if you do want to do that.
__________________
The secret to great marksmanship is deciding what the target was AFTER you've shot.
GreyWolf is offline  
Old 10-02-2010, 05:41 PM   #9 (permalink)
Tilted
 
Hmmmmm, I'm buddies with a contract lawyer, I don't know if there is a shotgun clause but I'll ask him. Thanks.
beavstrokinoff is offline  
 

Tags
employment, question

Thread Tools

Posting Rules
You may not post new threads
You may not post replies
You may not post attachments
You may not edit your posts

BB code is On
Smilies are On
[IMG] code is On
HTML code is Off
Trackbacks are On
Pingbacks are On
Refbacks are On



All times are GMT -8. The time now is 07:05 PM.

Tilted Forum Project

Powered by vBulletin® Version 3.8.7
Copyright ©2000 - 2021, vBulletin Solutions, Inc.
Search Engine Optimization by vBSEO 3.6.0 PL2
© 2002-2012 Tilted Forum Project

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 312 313 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360