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Contract signed without notifying minority shareholders.

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BobinIL

Junior Member
Illinois

My family owns a 25% share in a family corperation that was started by my father and his 3 brothers. My father and 2 of his brothers are dieseased. The final living brother is no longer involved in the business. The board of directors is made up of my Aunt, 2 cousins my brother and myself. My side of the family has been very unsatisfied with the way the business has been operated and asked the other board members to either divide out our share of the business or restructure the operation to make it generate more income. We had a strong case that the financials of the company were being mismanaged and we were planning to sue them for breach of fiduciary duty.

Under the threat of a lawsuit, the other family members conceded and started the process to change the operation. Yesterday we found out that the other 3 members of the board of directors entered into and signed a contract with an energy company to grant easment to our property for an energy/environmental study. They did not mention this to us, the minority shareholders, for over a year. The contract was not brought before the board of directors and a vote to proceed was never taken or if it was taken my brother and I were not told about it and it was voted on by the other 3 board members without our knowledge.

What our our legal rights in this case. Can we sue them or force them to divide our shares for these seemingly underhanded actions??
 



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