Mr. Kaplan
Junior Member
What is the name of your state (only U.S. law)? Michigan
What is the name of your state (only U.S. law)? Michigan
This is part of an extensive issue with my company that covers multiple topics, but I will try to stay on track for this post.
4 years ago I started a company with 4 other individuals. The cfo who provided the seed money for the company has 40%, our office leader has 25%, another has 15%, and myself and another have 10%.
In the years that have followed the starting of the company, my intuition (though unverified) believed my cfo and her husband (non-shareholder but a lead figure in the company) have been drawing significant amounts of money from the company unbeknownst to the remaining partners. Fast forward to last week and I happened to stumble upon a snapshot printout of last month's payroll report. It reveals that the cfo is now paying herself and her husband $7k for that pay period with an additional check of equal value paid to the husband as well. Subsequent findings reveal an uneven amount of payments (some periods it $6k, others it's $5k; sometime she pays herself double, sometimes he pays himself and additional check that is half the amount).
Other reports show large payments to a country club where a Christmas party was held one year and significant amounts of reimbursables to a gourmet grocery store, which leads one to believe that our company is footing the bill to their lifestyle. I cannot prove this (yet) because any request to see the books, learn the other partner's salary is met with resistance.
With that context, I'm getting the feeling cfo will be retiring this year, requiring our partners to pay her out with a unanimous vote. A great opportunity to force a revealing of the books to see what is going on. HOWEVER, about a year ago, an amendment was made by the cfo to partner agreement that in the event of her death, the husband gets her stock (which made sense at the time given his connection with the company). In looking closer at the agreement, it is revealed she can transfer stock to him at any time under any circumstance....which is NOT what myself and the other partners were lead to believe.
In this instance, can the agreement be struck or rescinded given it was signed under false pretenses?
Obviously, I have significant issues to address but in a casual consultation with a friend/attorney, he feels all these actions of payments, etc are not fraudulent if the agreement allows this, which it appears it does. However, I think there's potential to challenge the legitimacy of the agreement given our latest amendment that presented to the company under misleading information.
Any input or thoughts would be greatly appreciated.
What is the name of your state (only U.S. law)? Michigan
This is part of an extensive issue with my company that covers multiple topics, but I will try to stay on track for this post.
4 years ago I started a company with 4 other individuals. The cfo who provided the seed money for the company has 40%, our office leader has 25%, another has 15%, and myself and another have 10%.
In the years that have followed the starting of the company, my intuition (though unverified) believed my cfo and her husband (non-shareholder but a lead figure in the company) have been drawing significant amounts of money from the company unbeknownst to the remaining partners. Fast forward to last week and I happened to stumble upon a snapshot printout of last month's payroll report. It reveals that the cfo is now paying herself and her husband $7k for that pay period with an additional check of equal value paid to the husband as well. Subsequent findings reveal an uneven amount of payments (some periods it $6k, others it's $5k; sometime she pays herself double, sometimes he pays himself and additional check that is half the amount).
Other reports show large payments to a country club where a Christmas party was held one year and significant amounts of reimbursables to a gourmet grocery store, which leads one to believe that our company is footing the bill to their lifestyle. I cannot prove this (yet) because any request to see the books, learn the other partner's salary is met with resistance.
With that context, I'm getting the feeling cfo will be retiring this year, requiring our partners to pay her out with a unanimous vote. A great opportunity to force a revealing of the books to see what is going on. HOWEVER, about a year ago, an amendment was made by the cfo to partner agreement that in the event of her death, the husband gets her stock (which made sense at the time given his connection with the company). In looking closer at the agreement, it is revealed she can transfer stock to him at any time under any circumstance....which is NOT what myself and the other partners were lead to believe.
In this instance, can the agreement be struck or rescinded given it was signed under false pretenses?
Obviously, I have significant issues to address but in a casual consultation with a friend/attorney, he feels all these actions of payments, etc are not fraudulent if the agreement allows this, which it appears it does. However, I think there's potential to challenge the legitimacy of the agreement given our latest amendment that presented to the company under misleading information.
Any input or thoughts would be greatly appreciated.
