AboutRobert Doblmeier, M.Sc. Expertise I am happy to answer questions about Small Business Sales i.e. Small businesses with Gross Sales in the 250K to 50 million dollar range. The business must be privately or closely held(no publicly traded companies).
Experience Why me? I am a full time business broker with a 14-year history in real estate in New York and Florida. I taught the New York State Licensing course for 2 1/2 years. I am the winner of VRs’ Prestigious Bronze Award for 2006, and a major reason my office won the Centurian Award in 2006. After just seven months in this office, I closed the deal that resulted in the largest single commission in our offices’ history, a record that stood for over 1 full year. I am an instructor for the Small Business Development Administration, teaching a course I designed and created called "How to Buy a Business". I am a Certified Networker and have won the Notable Networker Award three times in one year. I am also an instructor for the Referral Institute, teaching the Referral Pipeline course. In 2006, I was nominated to the Presidents' Business Advisory Council on Small Business. Most importantly, I have amassed a large database of recognized professionals that can facilitate your transaction.
Organizations The Referral Institute, Business Networking International, International Business Brokers Assoc., German American Business Council,
Publications Small Business Development Corp. and various private newsletters.
Education/Credentials B.Sc. Stockton College, M.Sc. Long Island University,
Awards and Honors Centurion Award for 2006, Bronze Award for 3Q 2006, Recognition for the First SBA loan done in the Office.
Past/Present Clients I can not , for reasons of confidentiality name past or current clients. I can name industries where I have facilatated a transaction: marine, furniture, beauty industry, education, food service, automotive, home improvement, construction, and tax industry.
Question If a S-Corporation is trying to sell it's business as an asset sale who has the deciding vote:
The Board of Directors, then is it a simple majority, or does the offices matter?
Or is it the shareholders?
If it is the Board, and they choose to sell the assets, then what happens to the stock?
Thank you,
Angela
Answer Although this and the previous question are quite similar I will answer each in turn.
First my assumptions (since they will dictate the answer).
1. I assume we are talking about a relatively small company.
2. I assume the stock is closely held
3. I assume that there is a "squabble" of some sort going on
4. The Board May or May not own a majority of the shares,
but I assume for the purposes of this answer..They do.
5. I assume by "assets " you mean hard tangible assets.
The overriding factor is the charter of the company which I obviously am NOT privy too.
Such companies would NOT have graded stock, there are no "preferred shares"
Somewhere the charter should dictate your answer, most allow the board to make such decisions and will also outline the process.
The next part of the question depends on what you mean by "assets". Here I must assume you mean hard, tangible assets of a company which is no longer a going concern. Once these assets are gone and there is no way the company can produce revenue, for all practical purposes the stock is worthless. At this point the stock is retired, and the company ceases to be, again for all practical purposes. Here the matter is complicated by the fact that today you can have a domain name or trade mark that might have value such as "money.com" even though there is no "company" behind it to speak of.
In such a case the name or trade mark should have been sold as part of the "assets".
Once again you must look to the company charter which should determine who decides such matters and the procedure for deciding the matter.
The particulars of your question are the stuff lawyers dream of because there are so many possibilities.
I will also clearly state that you should NOT make any decisions based on my reply above and should see a lawyer so that they, having access to all the details of the case, may advise you as to what action to take.
