Employment question - Tilted Forum Project Discussion Community

beavstrokinoff · 10-01-2010, 08:57 AM

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?

The_Jazz · 10-01-2010, 09:47 AM

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.

Redlemon · 10-01-2010, 11:44 AM

What Jazz said; also, in some states, 'non-complete' clauses are unenforceable. An employment lawyer will know the answer to that question.

The_Jazz · 10-01-2010, 12:24 PM

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.

Esco · 10-01-2010, 01:25 PM

Quote:

Originally Posted by The_Jazz

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.

eribrav · 10-01-2010, 03:36 PM

Quote:

Originally Posted by The_Jazz

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.

Borla · 10-01-2010, 05:17 PM

Quote:

Originally Posted by eribrav

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.

GreyWolf · 10-02-2010, 05:08 PM

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.

beavstrokinoff · 10-02-2010, 05:41 PM

Hmmmmm, I'm buddies with a contract lawyer, I don't know if there is a shotgun clause but I'll ask him. Thanks.

10-01-2010, 08:57 AM	#1 (permalink)
beavstrokinoff 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?

10-01-2010, 09:47 AM	#2 (permalink)
The_Jazz Asshole 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

10-01-2010, 11:44 AM	#3 (permalink)
Redlemon Devoted 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.

10-01-2010, 12:24 PM	#4 (permalink)
The_Jazz Asshole 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

10-02-2010, 05:08 PM	#8 (permalink)
GreyWolf Sober 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.*

10-02-2010, 05:41 PM	#9 (permalink)
beavstrokinoff 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.