Attorney's serious conflict of interest? Malpractice?

[LarryWanter]

What is the name of your state? FL

I own 30% in a ABC NASD broker dealer. The majority shareholder owns just over 50%. The outside corporate counsel owns 4%. The majority shareholder sets up another company (XYZ) with his brother in law. They set up a licensing agreement with the ABC NASD BD & XYZ Corp. They then move all the software and hardware assets from ABC to XYZ. The value of assets was over $1.5 million. As part of any buyout of ABC - XYZ would get $5 million. I did not see the agreemnet until later (see below).

I had demanded to know who really owned XYZ company in writing. The majority holder of ABC verbally said that ABC NASD BD owned XYZ in the same percentages per shareholder in XYZ. The outside corporate attorney for the ABC NASD BD sent me documents on his legal letterhead disclosing the true ownership of XYZ and the "licensing" agreement. The agreement is a pathetic attempt to steal ABC's assets.

I was furious. I calmly confronted the outside legal counsel by phone and he covered for the majority shareholder and his brother in law. He said there was no foul because they are moving the assets back to ABC.

Is the attorney up to his neck in this? Can he be disbarred or can I file a malpractice claim against his E&O insurance? An insurance guy I know said if his insurance company is forced to pay off, he will never get insurance again or it will cost a fortune.

Should I contact the NASD and SEC? Florida Bar? The attorney used to work for the SEC and threatened to sue me if I contacted the authorities. Also what laws did the majority shareholder and his brother in law break? What is the name of your state?What is the name of your state?