Saratoga Springs, NY asked in Business Law for New York

Q: May shares of a C corp be redistributed to two family members without third shareholder knowledge ?

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2 Lawyer Answers
Michael David Siegel
Michael David Siegel
Answered
  • New York, NY
  • Licensed in New York

A: It depends on bylaws, and the office of each shareholder.

Barry E. Janay
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Answered
  • Livingston, NJ
  • Licensed in New York

A: Depends on what the corporation's by-laws say, but perhaps more importantly if it would breach a fiduciary duty (loyalty, good faith, fair dealing) that would obviously be a no-no. Court rulings have decided that in closely-held corporations (3 shareholders would be a closely held corporation) the majority owes a minority member the aforementioned fiduciary duties. Each one of those duties has been evaluated by courts as to their meaning in particular cases. Sounds like you need some advising, which I'm happy to provide if you want to email me privately.

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