Difficult Situation

[James2612]

Hi,

Just over a year a go, myself and a friend started our own company. A third person come along who could offer a lot to the company and so he become a shareholder and director. (equal shares)

All was well, but 2 months ago we got an office and everything has gone down hill. This new director drinks a lot and has a very bad temper. Any time there is an issue, he cant handle it and just argues. There is no talking to him. Things escalated last week, and in a fit of rage he held up a bike to the other directors face and threatened to smash his face in with it. Then continued to threaten to fight him.

Since then the atmosphere has been terrible in the office. We want to get rid of this person, as we cant even talk to him about any issue without the risk of being punched.

I understand that as the majority we can take away his directors title, but how do we get around his share in the business. If we close down the company, can we re register the company name? We love our company name and dont want to risk our clients with a name and logo change and so on.

Any help with this would be great.

Thanks
James

 

[cjd]

Ltd company? Shareholder's agreement?

Fire him as an employee and director. His shares are probably his - depending on the above. If you carry on with the company, you need his shares which probably means buying them off him. You can't just fold the company and transfer the assets into a new one without him having a possible claim - but it depends on the situation, if his departure leaves the company unable to trade then maybe something complicated could be done.

You need to see a company lawyer and start negotiation.

 

[sirearl]

I think you need to involve the police .

What you describe is a criminal act.

 

[The Resolver]

I presume there is no Shareholders Agreement (would have been sensible, with 3 equal shares and all working in the company , to have a clause requiring any shareholder removed from the Board and from employment to offer up his shares).

The way forward is to help him realise for himself that his interests are better served in negotiating a sale of his shares. That involves drawing up a strategy for negotiation and taking advice on valuation and options for his exit. I have helped many members here in similar situations either as mediator instructed by the company or as advisor to one or more shareholders. You are welcome to call me to talk through and give me more details.

 

[Solicitor]

I agree with the Resolver. If there is no shareholders agreement, your time will be best served (once he is removed as a Director) to convince him to sell his shares back.

In respect of the physical threats, this could be an issue. If he is threatening violence, I agree that the police should be informed. It is possible to obtain an injunction against someone making such threats. I would advise you to certainly diarise any threat he makes, obtain as much evidence as possible as this will be needed to prove an injunction is required.

Richard - 020 7792 5649

 

[Wellington-Duarte]

Have you ever though about killing him? Just kidding.
Oh man, it's a really bad situation but just to clarify your mind, stop seeing him as a "person that you need to handle" if you are a professional, and so are him, play this role. Don't be nice, don't be gentle (as you seem to be) just say 'behind me Satan!' No, really.

People like this will only give you peace when they take everything you got, they are not honest, they only live to bother and complain. If he screams, screams louder and do not let his "behave"
NEVER stop your business. Do the right thing to do, and enough is enough. If that happened to me, man...