LLC partners dispute

[22Benjamin22]

Hello all and thank you for creating this kind of groups.
I feel lucky to be able to ask complicated questions and hope for answers.

I'm a share holder of SIMPLY MANIAKS LTD (in case you wanna check some info on companieshouse). I'm "SMART MOVES LTD" with 33.34% of shares.
Ownership of shares – More than 25% but not more than 50%. Ownership of voting rights - More than 25% but not more than 50%

My partner owe 66.66% and here are the infos about PSC:
Ownership of shares – More than 50% but less than 75%. Ownership of voting rights - More than 50% but less than 75%

We are having some disagreement about the way to manage the company and he is threatening me to his "right" of majority shareholder and remove me (by buying my shares) of the company.

Is there any LEGAL way for him to succeed ?
Is there any "legal" way (like another company of his offering to buy 100% of SIMPLY MANIAKS LTD for exemple) for him to succeed ?

Should I feel in danger ?

Is there any LEGAL way for me to defend ? or counter attack maybe...
Is there any "legal" way for me to defend ? or counter attack maybe...

I have all the conversations that proves that I have been actively working on the company since the beginning (at a 33% ratio versus him) and bank statement that proves that I have been investing money at loss during 3 years also (at an exact 33.34%). I even kept our first "agreement" that we wrote on a google drive document but never got officially authenticated.

Every comments will be appreciated.

Ps: Not sure it can change anything but for the record:
he at first offered to buy my shares for X$. I said that my shares weren't for sale. A week after, he offered me to buy his shares at 2X$. I worked during 4 months to find investors and finally did find enough money. We were almost having a deal as he made a take it or leave it offer (after month of negotiations). And me and the investors accepted it. Two day after, he finally came back on his offer saying that he undervalued the company considering the last 2 months results.

I'm honestly exhausted about that situation....

 

[Scalloway]

Is there a shareholders agreement that says he can buy your shares?

 

[22Benjamin22]

@Scalloway
No, we didn't register any official document. The only document that could look like a partner agreement and that he wrote btw is this one (the google doc document I mentioned in my first post): Few lines saying he invest works and own 66.66% when I do the same at 33.34%.
He has the decision power from this agreement.

 

[KAC]

Has the company's current financial position changed since the last filed accounts?

Does the company have an intangible asset that is not reflected in the accounts?

Otherwise, not clear what the discussion is about.

ps You need to correct the final line of your previous post - I hope

 

[Mark T Jones]

Without any agreements in place nobody has and ‘rights’ or ‘duties’ to buy or sell the shares of the other party

it’s a matter that you need to negotiate like mature business owners.

in addition to changing your last line I’d remove all specific content - it could come back and bite you

 

[22Benjamin22]

@KAC

1) We only did one filed account and it got released while I was looking for investors to buy his shares. Historically, we invested at loss form august 2017 to august 2019. We broke even in September 2019 (he offered me to buy my shares at the end of this month). We are making consistent profit since then.

2) Yes, if we are talking about the last filled account, lots of new partnerships. And also yes if we are talking about the account in general, the "Brand" lot's of social media engagement and so on.

3) I'm wondering if I'm at risk, considering he has more than 50% (66.66%) of share and voting rights. I'm scared he could use this power to remove me from the company smartly.

4) It's was written in french by him like this, I only google translated it, we were pretty relaxed regarding the "form"^^... But nice to see that you read it until the end

 

[KAC]

From what you have said so far, it's unlikely that he could force you to sell your shares.

He could however remove you as a director.

If you think the value of the company merits it, maybe you should take paid for professional advice.

You could speak to @The Resolver a respected long term member on here who specialises in company disputes.

 

[Mark T Jones]

There’s the problem.

Benji is a lazy W*****

Seems quite a committed one to me...

 

[22Benjamin22]

@Mark T Jones
But even without agreement, what if he find "someone" ready to buy the company for a good amount of money ? He might be able to exclude me from the company this way I think. He has more power that I do considering his: Ownership of shares – More than 50% but less than 75%. Ownership of voting rights - More than 50% but less than 75%

Versus my: Ownership of shares – More than 25% but not more than 50%. Ownership of voting rights - More than 25% but not more than 50%

No ?

I would love to negotiate like a mature business owner. But I'm not sure he is ready to do it. As I don't feel very mature what he just did (making me work during 4 month to find enough investors and then came back on his take it or leave it offer).

In addition, I removed the specific content, thanks for the advice

 

[22Benjamin22]

@simon field, nice one sir, easy but nice one

 

[22Benjamin22]

@KAC I appreciate your help and will definitely contact @The Resolver soon. Because yes, the company is worth a lot comparing to my net worth.

What if he can remove me from being a director ?? Then he will be the one deciding to accept or not a deal to sell the company to another entity... ?
And this entity could be a company he created and owe at 100%. So no more benj in the business. This is my biggest fear to be honest.

Considering I'm willing to spend time working on the company as I have always been.

 

[Mr D]

@KAC I appreciate your help and will definitely contact @The Resolver soon. Because yes, the company is worth a lot comparing to my net worth.

What if he can remove me from being a director ?? Then he will be the one deciding to accept or not a deal to sell the company to another entity... ?
And this entity could be a company he created and owe at 100%. So no more benj in the business. This is my biggest fear to be honest.

Considering I'm willing to spend time working on the company as I have always been.

And he'd get you to sell your shares exactly how?
If you want to sell them for an agreed price then so be it. But he'd have a job selling the company without you.

Removing you from being director would remove you from day to day decision making and from both ability and responsibility to see what is going on.

 

[22Benjamin22]

@Mr D
I'm the minority shareholder. He his the majority shareholder. He find someone willing to buy 100% of our company at a "fair" price. Do I really have the right to avoid this transaction to take place ?
It wouldn't be logical to me honestly...
I imagine someone holding 2% of a company and saying "no" to a sale that 98% of the other holders want to proceed. I don't see how this can be possible.

 

[Mr D]

@Mr D
I'm the minority shareholder. He his the majority shareholder. He find someone willing to buy 100% of our company at a "fair" price. Do I really have the right to avoid this transaction to take place ?
It wouldn't be logical to me honestly...
I imagine someone holding 2% of a company and saying "no" to a sale that 98% of the other holders want to proceed. I don't see how this can be possible.

Some stuff requires 75% of shareholders to agree.

May be worth looking up what power he has. And what power you have.

 

[22Benjamin22]

@Mr D
That is exactly why I'm here for sir
I have no idea of what power we do respectively have ////
But he told me he talked to his lawyer and that he had good confidence that he would be able to buying my shares if he really wanted to (not directly but using some smart strategy I suppose).

When you say "looking up", where should I be looking ?
I have been reading our Article of association but it doesn't seem to be anything more that the standard pre written "Article of association" that companieshouse offer when you create a company.

 

[22Benjamin22]

Another Example where I feel this is not good:
Graham Ross say in one of his video: "What if a shareholder claims he own the rights to a domain name or website used by the company ?"
--> "If no agreement to transfert such intellectual property rights to the company, then they remain owned by the shareholder"

And considering he was the one at the operation and I was the one at the reflexion, most of the account are created under his name.... Not all, I luckily created our business bank account myself, but most of it are under his name //

 

[Mr D]

Stuff like this.
There are other sites around too.

https://uk.practicallaw.thomsonreut...ontextData=(sc.Default)&firstPage=true&bhcp=1

 

[The Resolver]

I have been contacted and we are arranging a call so I can advise the OP further in detail but,in the spirit of this Forum, let me make some comments for everyone .

In the absence of a signed agreement saying otherwise, the other person cannot sell 100% of the company, he can only sell his shares. It is most unlikely anyone would buy 66.67%. Without 75% they could not amend the Articles of Association nor liquidate the company without the OP's agreement. Further he can block any share transfer as one of 2 directors . Of course he could plan by removing the OP as a director (simple majority vote required) and then approving the transfer as sole director. He must give at least 28 days notice of a meeting to remove so the OP has time to exercise powers of a director before that happens (I will explain more on the call). But as I say unlikely in the real world he would find a buyer for less than 100% of the shares.

The other way for him to force a sale to him is if he claimed that the relationship between both had deteriorated to such an extent that the company's trading was suffering badly so much so that he issued proceedings under the Insolvency Act for an Order that the court wind up the company. However, given that the company is now trading successfully such is unlikely.

To clarify the extract from my video mentioned above , the context of the quotation is my strong advice that all companies have a Shareholders Agreement to avoid disputes such as can occur over IPR. If IPR is formally registered in the sole name of one shareholder , the company can still obtain court support for its ownership in reality being with the company (e.g. because the whole business is based on the website domain and pays for it) but it would require expensive (if challenged) court action hence the sense in a Shareholders Agreement that could confirm the company's ownership.

 

[22Benjamin22]

@Mr D Thanks, I will have a look

@The Resolver

Thanks a lot for the written advices and for the 40min (not 20) of free call. I will definitely work with you in the future (for writing shareholder agreement or for helping in the dispute resolution).

Just confirming what I understood from your answer on the forum (and our discussion over the phone):

• Even after removing me from the board of directors, he CANNOT sell 100% of the company unless he proves that our relationship has deteriorated so much that the company is at risk of insolvency.
  
  
• I’m not in danger regarding IPR as, as you said in your post, the court will give back to the company all IPR that my partner could claim if we decide to go this road. Because yes, the company is paying for the hosting, for every single tools that the website is using etc etc.

If these are correct statements, I feel a lot more relaxed.

 

[The Resolver]

To correct some of the statements:-

* He cannot sell 100% at any time without your agreement whether or not the company is at risk of insolvency. If the relationship between you both is so bad that the company is suffering and not able to achieve its trading objectives (or in other circumstances that do not seem to apply here) then he could apply to the court to wind up the company. The company need not be insolvent.

* The 2-1 voting you refer to is at shareholder (general) meeting not Board meeting/

* Its not a POW he can call for but a Poll. If he does then voting is not on a head count but according to shareholdings (so he would win that vote).

I would strongly urge you to remove your last two messages just in case the other persons comes across this site and recognises who you are.

 

[22Benjamin22]

@The Resolver Thanks again for this comments.
Knowing that we talked to each other (my partner and I) yesterday and that we will try to find a way to arrange a shareholder agreement, I would like to ask you if you can be our mediator for this ?

It's interesting that I told him I knew my rights and that he had NO power of selling my shares and he insisted telling me that yes he could if he really wanted it (he is a smart guy, he knows very well his rights too, but anyway I trust your expertise on this one)...

Regarding removing my last posts or editing some posts, I can't manage to do it // Should I contact an admin to help me with this ?

 

[KAC]

@The Resolver Thanks again for this comments.
Knowing that we talked to each other (my partner and I) yesterday and that we will try to find a way to arrange a shareholder agreement, I would like to ask you if you can be our mediator for this ?

It's interesting that I told him I knew my rights and that he had NO power of selling my shares and he insisted telling me that yes he could if he really wanted it (he is a smart guy, he knows very well his rights too, but anyway I trust your expertise on this one)...

Regarding removing my last posts or editing some posts, I can't manage to do it // Should I contact an admin to help me with this ?

@fisicx should be able to help you

 

[22Benjamin22]

Thanks @KAC, just contacted him and asked him to remove my post #20

 

[22Benjamin22]

My partner and I are probably gonna try to find a way to draw a shareholder agreement.
His wish is for me to become as passive as possible in the company. It's honestly going to be very hard to accept on my side (as I believe that without my advices, he is not taking enough good decisions), but I can accept it for the good health of the company.

We disagree on on point and I would like to have you guys's opinion: He keep repeating that the fact that I hold 33.33% of the share of the company (and that I will be totally passive) reduces the value of the company for a future buyer. Let's say the company value is 100k$. If someone offers to buy his shares only, the only difference imo would be that this someone would have to invest 66.66k$ instead of 100k$. But appart from that I don't see how the fact that I'm here, HODLING to my shares (and remaining passive) reduces the value of his shares...

If anybody has an opinion about that, I would be glad to hear it.


Also, considering I will become more and more passive in this company, trying to save it /), what are his duty to me ?
I mean he will be the main shareholder, ok, BUT he will be the only company director and I suppose that he will owe me some monthly reports, business plan, hours time sheet, etc etc ??
Is there already basics existing rules ?
Or is that totally dependent of what we agree on the shareholder agreement we gonna create soon ?

 

[Mark T Jones]

@The Resolver has already answered much of your question

having you as a passive shareholder will make it undesirable to many buyers, so will reduce its value

your decision at this moment is to get In Or get out. The former looks unlikely

it’s extremely rare for shares in a private company to ever have real value on the open market. From what you tell us, the business is going nowhere. Right now you have a pattern who believes the business is going on to great things. Use that and ‘nuisance value’to get some money back.

 

[Mr D]

My partner and I are probably gonna try to find a way to draw a shareholder agreement.
His wish is for me to become as passive as possible in the company. It's honestly going to be very hard to accept on my side (as I believe that without my advices, he is not taking enough good decisions), but I can accept it for the good health of the company.

We disagree on on point and I would like to have you guys's opinion: He keep repeating that the fact that I hold 33.33% of the share of the company (and that I will be totally passive) reduces the value of the company for a future buyer. Let's say the company value is 100k$. If someone offers to buy his shares only, the only difference imo would be that this someone would have to invest 66.66k$ instead of 100k$. But appart from that I don't see how the fact that I'm here, HODLING to my shares (and remaining passive) reduces the value of his shares...

If anybody has an opinion about that, I would be glad to hear it.


Also, considering I will become more and more passive in this company, trying to save it /), what are his duty to me ?
I mean he will be the main shareholder, ok, BUT he will be the only company director and I suppose that he will owe me some monthly reports, business plan, hours time sheet, etc etc ??
Is there already basics existing rules ?
Or is that totally dependent of what we agree on the shareholder agreement we gonna create soon ?

Should someone spend 66k dollars on buying the other shares they are not at that point investing in the company. They are buying shares from the owner - who gets the money. Not the company.

However 2 thirds of a company would not suit as much as 100 percent of a company.
Imagine working your butt off all year then gave to give a third of the dividends to someone not doing anything.

 

[The Resolver]

I mean he will be the main shareholder, ok, BUT he will be the only company director and I suppose that he will owe me some monthly reports, business plan, hours time sheet, etc etc ??
Is there already basics existing rules ?
Or is that totally dependent of what we agree on the shareholder agreement we gonna create soon ?

No he will not owe you monthly reports etc unless that is what he has agreed to do in a Shareholders Agreement.

 

[The Resolver]

@The Resolver Thanks again for this comments.
Knowing that we talked to each other (my partner and I) yesterday and that we will try to find a way to arrange a shareholder agreement, I would like to ask you if you can be our mediator for this ?

Yes of course - that is what I specialise in as an accredited mediator. I can advise you both on suitable clauses and help facilitate an agreement.

 

[Chris Ashdown]

Have you told him how much you would be willing to accept for your share holding and how you come to that value

I don't know what your duties are in the company, and if he can continue without you

Can you start again on your own? do you have the experience now to do so

 

[22Benjamin22]

@Mark T Jones Thanks for your reply.

It's true that the resolver replied to the majority of my questions but feel free to tell us your way to see every points, it might lead to some interesting discussions.

I don't really understand how having me as a total passive shareholder can be annoying to future potentials buyers. Especially if I accept to sell part of my shares to become a "less than 25%" shareholder with less rights I suppose. Could you explain that ? I mean, Imagining that I renounce at tall my rights and that I remain 100% passive and only take my share when dividends are distributed, I don't see how I devaluate the investment of the one buying my partner's share.

My decision was to buy my partner, so get IN. But he doesn't want to sell anymore. I will not get OUT. He will not get OUT. We gonna have to deal with it //

"The business is going nowhere" --> What do you mean by that ? My plans was to make 300k$ profit in the next 2 years. My partner plans to make more than that. Considering my current Net worth, this is not "nowhere". Could you elaborate ?

"Use that and ‘nuisance value’to get some money back" So your advice is to sell my shares ?
Isn't it a bit too much "in the dark" ?

 

[22Benjamin22]

@Mr D

You want to invest 100k$ and want to work on that investment to make 5x your investment in the next 5 years.

Here are these 2 scenario:
1) Company A is worth 100k$ (X) and is owned at 100% by one guy. You buy that company, work hard during 5 years making 200k$ (2X) of profit every year. At the end of the 5 years, you sell your company A for 500k$ (5X) as planned.
In total you made: 5*200k$ in dividends and 1*500k$ by selling the company --> 1,5M$ (not a bad investment)
2) Company B is worth 150k$ (Y) and is owned at 66.66% by one guy willing to sell his shares and at 33.33% by one guy willing to HODL (not selling) his shares.You can't buy the entire company. You decide (and make it official) that the HODLER will remain 100% passive. In exchange, you will work hard and make the company grow. In 5 years you make 300k$ (2Y) of profit per year. At the end of the 5 years, you sell your share of company B worth 750k$ (5Y) as planned.
In total you made: 0.66*5*300k$ in dividends 0.66*750k$ by selling the company --> 1,5M$

So it's the same. If you play well, you could even negotiate a salary with your passive HODLER because you make him earn money (by adding value to his shares) doing nothing. And because you are smart you did that and negotiated an annual salary worth 15% of the annual net profit of the company, in this case 45k$. 45k$*5 = 225k$ So 1,725M$ in total.

This 225k$ extra are here thanks of the presence of this passive shareholder and thanks to that faire deal that you agreed on with him.

Could you tell me where m I wrong in that reasoning ?

I appreciate you taking the time to read me, please be aware of that

 

[22Benjamin22]

@The Resolver thanks one more time for your valuable comment.

"No he will not owe you monthly reports etc" Noted. Im surprised not to have any rights to see at least annual reports as a 25+% shareholder, but we will talk about that in our next call I suppose

"Yes of course" That would be lovely. Let's find a goof moment for both you and me to setup a call.

@Chris Ashdown thanks for joining the conversation
"Have you told him how much you would be willing to accept for your share holding and how you come to that value"
--> From the start I'm not selling. That is my position as I knew that my selling price (everything is always for sale in business as we all know) was too high. I expect the company to grow fast in the next 3-4 years. So I focused on setting up business plan to find people and help me to buy HIS shares of the business as he accepted to sell HIS. He made me an offer and I counter negotiated him using DCF methods with a 30% risk and a 25/20/15/10/10 % grow over the next 5 years.
I'm honestly more bullish than that on the project BUT I was not buying myself all the shares and the main re-buyer wanted to negotiate. We also did an EBITDA simulation with the past 5 months data.

"I don't know what your duties are in the company, and if he can continue without you"
--> He certainly can continue but I feel he will take as good decisions as when I was advisor

"Can you start again on your own? do you have the experience now to do so"
--> I could if I wanted to yes. At least I think I could. I was a lot more that only an advisor during this past 30 months

 

[Mr D]

@Mr D

You want to invest 100k$ and want to work on that investment to make 5x your investment in the next 5 years.

Here are these 2 scenario:
1) Company A is worth 100k$ (X) and is owned at 100% by one guy. You buy that company, work hard during 5 years making 200k$ (2X) of profit every year. At the end of the 5 years, you sell your company A for 500k$ (5X) as planned.
In total you made: 5*200k$ in dividends and 1*500k$ by selling the company --> 1,5M$ (not a bad investment)
2) Company B is worth 150k$ (Y) and is owned at 66.66% by one guy willing to sell his shares and at 33.33% by one guy willing to HODL (not selling) his shares.You can't buy the entire company. You decide (and make it official) that the HODLER will remain 100% passive. In exchange, you will work hard and make the company grow. In 5 years you make 300k$ (2Y) of profit per year. At the end of the 5 years, you sell your share of company B worth 750k$ (5Y) as planned.
In total you made: 0.66*5*300k$ in dividends 0.66*750k$ by selling the company --> 1,5M$

So it's the same. If you play well, you could even negotiate a salary with your passive HODLER because you make him earn money (by adding value to his shares) doing nothing. And because you are smart you did that and negotiated an annual salary worth 15% of the annual net profit of the company, in this case 45k$. 45k$*5 = 225k$ So 1,725M$ in total.

This 225k$ extra are here thanks of the presence of this passive shareholder and thanks to that faire deal that you agreed on with him.

Could you tell me where m I wrong in that reasoning ?

I appreciate you taking the time to read me, please be aware of that

Sorry, I don't go for small returns on investment.
I prefer more than 5x return. A year.

The shares of a 2/3rds shareholder is not worth 2/3rds of the shares of a 100% shareholder. Quite a lot less.

 

[22Benjamin22]

@Mr D Sorry my exemple was bad.

1) Let's say you plan on spending 200k$. You buy 100% of a company worth 200k$. Because you are good, you make 100k$ (50% of it's value) profit a year from this company (50k$ salary and 50k$ dividends). At the end of 3 years exploiting you sale your company for 3 times the money this company makes every year.
IN TOTAL,
- You invested 200k$ at first and 3 years of hard work.
- You made:
- 3 years at 50k$ in salary. = 150k$
- 3 years at 50k$ in dividends. = 150k$
- 300k$ when you sold the company.
= 600k$ in total.
--> Net benefit = 400k$

2) Let's say you plan on spending 200k$. You buy 66.66% of a company worth 300k$. Because you are good, you make 150k$ (50% of it's value) profit a year from this company. For this you pay yourself 50k$ a year as a salary. Then you take your 66.66k$ (0.66*100k$ total net profit) from dividends every years. At the end of 3 years exploiting you sale your company for 3 times the money this company makes every year.
IN TOTAL,
- You invested 200k$ at first and 3 years of hard work.
- You made:
- 3 years at 50k$ in salary. = 150k$
- 3 years at 66.66k$ in dividends = 200k$
- 300k$ when you sold you share of the company.
= 650k$
--> Net benefit = 450k$

I understand that it might be more complicated to generated 50% yearly net benefit from a company worth 300k$ than generate 50% yearly net benefit from a company worth 300k$.
But, imo this is compensated by the fact that you make more money with the same efficiency.

I hope I made my point a bit more understandable.

I'm not saying I'm right, I'm just trying to be as explicit as possible to make sure you guys understand what I have in mind.

Peace

 

[22Benjamin22]

@Mr D
"The shares of a 2/3rds shareholder is not worth 2/3rds of the shares of a 100% shareholder. Quite a lot less"

Would you please try to explain me this more in detail ? I tried to be as explicit as possible in my previous example and I don't see why your statement is true

 

[Scalloway]

If you only have 2/3rds of the shares in a company you cannot excercise full control. From here.

https://www.stephens-scown.co.uk/co...ajority-shareholders-do-you-know-your-rights/

• more than 25%: a shareholder with this minority shareholding can block special resolutions e.g. adopting new articles of association or changing the company’s name;
• 15% or more: can apply to court to object to a variation of share class rights;
• 10% or more: can demand a poll vote at a general meeting;
• 5% or more: a shareholder is able to require circulation of a written resolution and can require a general meeting to be held.

 

[Mr D]

If you only have 2/3rds of the shares in a company you cannot excercise full control. From here.

https://www.stephens-scown.co.uk/co...ajority-shareholders-do-you-know-your-rights/

Plus someone else benefits from the hard work done by the person working if dividends are paid.

 

[Chris Ashdown]

Nothing to stop him as the sole director , of not paying dividends but increasing his pay, may not be tax wise but keeps a lot of money in the company

Now you have resigned as a director you have no say in the running of the business

From your other post to me, you don't appear to have much of the running of the business, so why should he listen to your predictions and use them over his more knowledgeable predictions on what is best for the company

As a shareholder you are entitled to a copy of the posted accounts at year end and nothing more, not a detailed breakdown of how the company was run

Making plans for three or five years in the future is always good as a plan but always subject to change at any time and no guarantee of working out even without outside influences. plus and a big plus, you don't have the full information to be able to take everything into account

 

[22Benjamin22]

@Scalloway I understand your point and I appreciate the source. Maybe there is a way for me te resign some of my rights ?

@Mr D Why do you keep saying this and ignore my example showing you why I think it's better for him ($ wise) to work owning 66.66% of a 300k$ company that owning 100% of a 200k$ company.
This is not constructive imo.

@Chris Ashdown The court is here to stop him I suppose. Also his moral/ethic as he has one. I need to discuss this in my next call with the resolver.

I didn't resign yet as a director, but I'm thinking about it as it's his wish. He has the power to remove me from the board of directors anyway.

Thanks for judging my business skills from my few post here

OK, noted, thanks for this.

True that.

 

[Mr D]

@Scalloway I understand your point and I appreciate the source. Maybe there is a way for me te resign some of my rights ?

@Mr D Why do you keep saying this and ignore my example showing you why I think it's better for him ($ wise) to work owning 66.66% of a 300k$ company that owning 100% of a 200k$ company.
This is not constructive imo.

@Chris Ashdown The court is here to stop him I suppose. Also his moral/ethic as he has one. I need to discuss this in my next call with the resolver.

I didn't resign yet as a director, but I'm thinking about it as it's his wish. He has the power to remove me from the board of directors anyway.

Thanks for judging my business skills from my few post here

OK, noted, thanks for this.

True that.

Experience. Reality. Seeing the same thing multiple times over the years.
Take your pick.

Was under the impression from your posts the other director was not being constructive.