what can I do about my partner

[nhfedup]

What is the name of your state? Iowa
I am in an S corporation as 50% shareholder, my partner has the other 50%.
I have had problems with employees leaving for the last 6 years because of her "work ethics" and attitude in the workplace. She has also left most of the business responsibilities up to me. When these issues have been brought up in meetings she gets very defensive, then everything is fine for about a month and it starts all over again. The business is paid off and the lease will be up in April of '07.
My situation is that we have one employee left who has been with us for the last 4 1/2 years, she has recently discussed the possibility of starting her own business, but would love to buy out my partner if that was an option. She is leaving because of my partner for the above reasons.
So my question is as President/Secretary of our corporation, do I have any leverage to force her to sell her half of the corp?
I've sought out legal advise in the past when we still owed money on the business, and been told that I don't have a leg to stand on. Was that only because we owed money?
I am at my ropes end and tired of burying my head in the sand in hopes things will get better. Can you give me ANY information that might help?

 

[GaAtty]

First, learn your lesson and NEVER do a partnership again. Second, do #1, but if you do get overcome with desire for a partnership, NEVER do a 50-50 arrangement. Third, you can also sell your part to her. Maybe if you propose this she will realize that she is causing some very serious problems. If she doesn't want to buy your part, or can't, then you either have to walk away or buy out her part. It's that simple. Chances are that if you are doing all of the business stuff, she might cave in at the thought of your leaving and become more cooperative. Try it.

 

[nhfedup]

what now?

I have talked to my partner about buying her out or vise versa, she has no money to buy me out and she knows that she couldn't do it alone. So now it comes down to how to handle the situation. If we decide to dissolve the corp. and go our separate ways, can I still use the name of the business when I continue working? I have already talked to the leassor of our business location and he is okay with signing a lease with me alone, but not her. I have already committed to advertising in the phone book and paid for advertising in alternate areas. The contract I have with the phone company for our number and advertising is in the business name but I am the responsible party as far as I am the one who signed the contract. So can I legally use this form of advertising and the phone number if the corp. dissolves? How does that work when most of the contracts with phone, electric, credit card machine, insurance, etc. is in one person's name? Do I have the right to these things if I should leave or do they automatically go to whomever stays in this location and/or has the name of the business?