AboutA. Hall, Minnesota Attorney Expertise As a licensed Minnesota attorney, I can answer questions involving Minnesota law in the following areas: business ownership issues, forming a business, contracts, employment, securities, copyrights, trademarks, patents, licensing, trade secrets, unfair trade practices, shareholder disputes, tax law, M&A, corporate law, general business law, and resolving disputes through negotiation, arbitration, or litigation. I can provide general information for these topics in geographic locations outside Minnesota.
Experience Aaron Hall is a licensed attorney, admitted to practice law in Minnesota state courts and the U.S. Federal District Court in Minnesota.
Aaron Hall's experience includes service at the law firms of Fredrikson & Byron, Morrison Fenske & Sund, Foley & Mansfield, and Henningson & Snoxell. Aaron Hall also served as a judicial extern under the Honorable Paul A. Magnuson, United States District Court Judge, and as an adjunct professor at Concordia University teaching Introduction to Business Law, Business Law for Marketing Professionals, and Internet Law for Marketing Professionals courses.
Aaron served in a variety of appointed positions for city, county, and state government entities, including the Burnsville City Board of Appeals, the 35W Solutions Alliance, the Minnesota Department of Revenue Property Tax Assessment and Classification Reform Study Group, and the Heart of the City Steering Committee. In 2007, the Minnesota Justice Foundation recognized Aaron for providing over 200 hours of pro bono legal services during the year.
Organizations American Bar Association
Minnesota Bar Association
Hennepin County Bar Association
Minnesota Small Business
Publications Associated Press, Star Tribune, Pioneer Press, Duluth News Tribune, William Mitchell Law Review
Education/Credentials Aaron was awarded his Juris Doctor degree cum laude from William Mitchell College of Law, where he served on the William Mitchell Law Review. He was recognized on the Deans List for outstanding academics and received the CALI Awards of Excellence in Corporations and Alternative Dispute Resolutions courses. Aaron served as President of the Business Law Society and coordinated the establishment of the Corporate Appellate Law Moot Court. He was awarded his Bachelor of Arts degree in Marketing Management and Innovation summa cum laude from Concordia University in St. Paul, Minnesota.
Awards and Honors Ten Outstanding Minnesotans, Minnesota Jaycees
Question Thank you in advance for any help.I own a small construction business with two of my brothers.We have a verbal agreement that we are 33% partners.On paper we are 80%-10%-10%.The reason I was told of this split was that we needed to be 10% shareholders to be workers comp exempt.Now after a argument over money the 80% shareholder is threatening to dissolve the corparation.What are my rights in this situation? More specifically am i liable for anything after the dissolution? And do i have rights to see the books,as both of the 10% shareholders feel we were not getting our fair share?Thanks again.
Answer YOU WROTE: Thank you in advance for any help. I own a small construction business with two of my brothers. We have a verbal agreement that we are 33% partners. On paper we are 80%-10%-10%. The reason I was told of this split was that we needed to be 10% shareholders to be workers comp exempt.
MY RESPONSE: This is a problem. Your company documents will be the strongest evidence of your ownership percentage in the company. Also, this may be fraud, exposing you and your company to legal liability.
YOU WROTE: Now after a argument over money the 80% shareholder is threatening to dissolve the corporation. What are my rights in this situation?
MY RESPONSE: As an owner of a closely-held corporation, the other owners owe you various fiduciary duties. Explaining these duties would be difficult in this forum, but they include such duties as the "duty of loyalty," "the duty not to compete," the "duty of disclosure," etc.
YOU WROTE: More specifically am i liable for anything after the dissolution?
MY RESPONSE: In general, a shareholder is not liable for debts of the corporation unless (1) the shareholder has signed a personal guarantee with one of the corporation's creditors (vendor, etc.), (2) the shareholder has improperly used the corporation's funds (co-mingling funds, etc.), or (3) the corporation has not followed normal corporate formalities.
YOU WROTE: And do i have rights to see the books, as both of the 10% shareholders feel we were not getting our fair share?
MY RESPONSE: Yes, you do.
MY PARTING ADVICE: If you can't resolve this on your own, you should speak with a business attorney in your area.
