.jpg)
Can a corp. file a petition if the majority shareholder, who is not an officer or director, does not approve the filing?
Dear David,
Good point. When I meet with the widow I will review the articles of incorporation.
All the best,
Nick
Nicholas Gebelt
Nicholas Gebelt, Ph.D., J.D.
Attorney at Law
Certified Bankruptcy Law Specialist State Bar of California Board of Legal Specialization
Law Offices of Nicholas Gebelt
15150 Hornell Street
Whittier, CA 90604
Phone: 562.777.9159
FAX: 562.946.1365
Email: ngebelt@goodbye2debt.com
Web: www.goodbye2debt.com
Blog: www.southerncaliforniabankruptcylawblog.com/
Important notice required by 11 U.S.C. 528: We are a debt relief agency. We help people file for bankruptcy relief under the Bankruptcy Code.
Confidentiality Note: This e-mail is intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure. Dissemination, distribution, or copying of this e-mail or the information herein by anyone other than the intended recipient, or an employee or agent responsible for delivering the message to the intended recipient, is prohibited. If you have received this e-mail in error, please notify us immediately at 562.777.9159 or e-mail info@gebeltlaw.com and destroy the original message and all copies.
Representation Note: If you have not signed a contract of representation, the Law Offices of Nicholas Gebelt do not represent you, and this email does not contain any legal advice for you.
Privacy Warning: The use of e-mail involves risk that the message may be intercepted by third parties (such as the government). Contacting me by email is your acknowledgment that you waive the risk of emails sent to me, and that you waive the risk of emails sent from me to you. Further, accessing websites carries the risk of detection of your access not only in real time, but also by discovery. If you have ANYTHING that is sensitive to convey to me, it should be given in a face-to-face meeting.
IRS Circular 230 Disclosure: In order to comply with the requirements imposed by the Internal Revenue Service, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue code, or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein.
The post was migrated from Yahoo.
Dear David,
The people voting on whether to file the petition dont have any a priori knowledge of whether the Chapter 7 Trustee will abandon assets. Given the nature of Chapter 7 the very title of the chapter is liquidate substantially all of the corporate assets. Therefore, in the absence of supernatural prescience or a working time machine, at the time of voting they are voting to (in the language of Cal. Corp. Code 1001(a)) dispose of all or substantially all of its assets. If the Trustee ends up abandoning the assets, that doesnt change the motive behind the vote. To assume otherwise is a variant of the post hoc ergo propter hoc fallacy.
Im not sure I see the relevance of Cal. Corp. Code 1200 to this case. The case about which I asked is a Chapter 7. Cal. Corp. Code n?
All the best,
Nick
Nicholas Gebelt
Nicholas Gebelt, Ph.D., J.D.
Attorney at Law
Certified Bankruptcy Law Specialist State Bar of California Board of Legal Specialization
Law Offices of Nicholas Gebelt
15150 Hornell Street
Whittier, CA 90604
Phone: 562.777.9159
FAX: 562.946.1365
Email: ngebelt@goodbye2debt.com
Web: www.goodbye2debt.com
Blog: www.southerncaliforniabankruptcylawblog.com/
Important notice required by 11 U.S.C. 528: We are a debt relief agency. We help people file for bankruptcy relief under the Bankruptcy Code.
Confidentiality Note: This e-mail is intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure. Dissemination, distribution, or copying of this e-mail or the information herein by anyone other than the intended recipient, or an employee or agent responsible for delivering the message to the intended recipient, is prohibited. If you have received this e-mail in error, please notify us immediately at 562.777.9159 or e-mail info@gebeltlaw.com and destroy the original message and all copies.
Representation Note: If you have not signed a contract of representation, the Law Offices of Nicholas Gebelt do not represent you, and this email does not contain any legal advice for you.
Privacy Warning: The use of e-mail involves risk that the message may be intercepted by third parties (such as the government). Contacting me by email is your acknowledgment that you waive the risk of emails sent to me, and that you waive the risk of emails sent from me to you. Further, accessing websites carries the risk of detection of your access not only in real time, but also by discovery. If you have ANYTHING that is sensitive to convey to me, it should be given in a face-to-face meeting.
IRS Circular 230 Disclosure: In order to comply with the requirements imposed by the Internal Revenue Service, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue code, or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein.
The post was migrated from Yahoo.
Dear Jon,
Thank you. Your reference to Cal. Corp. Code 1001(a) with which I was unfamiliar is exactly what I was looking for. I just made an appointment to meet with the widow to sign a retainer. As soon as thats done, I will prepare and file the motion to dismiss.
All the best,
Nick
Nicholas Gebelt
Nicholas Gebelt, Ph.D., J.D.
Attorney at Law
Certified Bankruptcy Law Specialist State Bar of California Board of Legal Specialization
Law Offices of Nicholas Gebelt
15150 Hornell Street
Whittier, CA 90604
Phone: 562.777.9159
FAX: 562.946.1365
Email: ngebelt@goodbye2debt.com
Web: www.goodbye2debt.com
Blog: www.southerncaliforniabankruptcylawblog.com/
Important notice required by 11 U.S.C. 528: We are a debt relief agency. We help people file for bankruptcy relief under the Bankruptcy Code.
Confidentiality Note: This e-mail is intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure. Dissemination, distribution, or copying of this e-mail or the information herein by anyone other than the intended recipient, or an employee or agent responsible for delivering the message to the intended recipient, is prohibited. If you have received this e-mail in error, please notify us immediately at 562.777.9159 or e-mail info@gebeltlaw.com and destroy the original message and all copies.
Representation Note: If you have not signed a contract of representation, the Law Offices of Nicholas Gebelt do not represent you, and this email does not contain any legal advice for you.
Privacy Warning: The use of e-mail involves risk that the message may be intercepted by third parties (such as the government). Contacting me by email is your acknowledgment that you waive the risk of emails sent to me, and that you waive the risk of emails sent from me to you. Further, accessing websites carries the risk of detection of your access not only in real time, but also by discovery. If you have ANYTHING that is sensitive to convey to me, it should be given in a face-to-face meeting.
IRS Circular 230 Disclosure: In order to comply with the requirements imposed by the Internal Revenue Service, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue code, or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein.
The post was migrated from Yahoo.
Nick,
I agree with Professor Hays that California Corp Code requires a shareholder vote to file for bankruptcy; but as I recall most chapter 11s I have seen are authorized only by the board.
In addition to the shareholder vote, Im suggesting the board is rouge and doesnt have the authority to bankrupt the corporation, or do anything else. One doesnt get membership on the board. The board in not a property right shareholders own. The board serves at the pleasure of the all shareholders.
Stock inheritance is a serious issue that is often overlooked by small and close corporations. If the corporation was properly governed, in addition to bylaws there should be a shareholder buy-sell agreement, with spousal consents. The purpose of the buy-sell is to avoid control issues when a corporate outsider inherits a significant block of stock. Unless there was some agreement between the original shareholders, the widow shareholder has 80% of the vote.
Best regards
Larry Webb
California Board of Legal Specialization
Certified Specialist in Bankruptcy Law
P 805.987.1400
F 805.987.2866
C 805.750.2150
The post was migrated from Yahoo.
I think the point attempting to be made was that the corporate formalities might not have been followed. When husband died there was a vacancy on the board. Did the bylaws require a replacement director be elected? Was there quorum present when the vote to file a chapter7 case was held if there was a board vacancy?
Otherwise, while I agree the assets belong to the Chapter 7 estate, that does not include the ownership shares. Accordingly , wife still has the right to elect a different board of directors now, and then have them elect to pursue dismissal of the chapter 7. Obviously the chapter 7 trustee can oppose and the Court can deny any such motion.
Mark jessee
Sent from my iPhone
> On Nov 25, 2017, at 11:23 AM, 'Nicholas Gebelt' ngebelt@gebeltlaw.com [cdcbaa] wrote:
>
> Dear Larry,
>
>
>
> The board voted unanimously to file. She wasnt on the board, so she couldnt vote. Her connection to the company was derivative: her husband was an 80% owner and board member. When he died she got the stock because it had been community property, but she didnt get her husbands membership on the board because that hadnt been community property any more than his job would have been community property.
>
>
>
> All the best,
>
>
>
> Nick
>
>
>
> Nicholas Gebelt
>
>
>
> Nicholas Gebelt, Ph.D., J.D.
>
> Attorney at Law
>
> Certified Bankruptcy Law Specialist State Bar of California Board of Legal Specialization
>
>
>
>
>
>
>
> Law Offices of Nicholas Gebelt
>
> 15150 Hornell Street
>
> Whittier, CA 90604
>
> Phone: 562.777.9159
>
> FAX: 562.946.1365
>
> Email: ngebelt@goodbye2debt.com
>
> Web: www.goodbye2debt.com
>
> Blog: www.southerncaliforniabankruptcylawblog.com/
>
>
>
> Important notice required by 11 U.S.C. 528: We are a debt relief agency. We help people file for bankruptcy relief under the Bankruptcy Code.
>
>
>
> Confidentiality Note: This e-mail is intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure. Dissemination, distribution, or copying of this e-mail or the information herein by anyone other than the intended recipient, or an employee or agent responsible for delivering the message to the intended recipient, is prohibited. If you have received this e-mail in error, please notify us immediately at 562.777.9159 or e-mail info@gebeltlaw.com and destroy the original message and all copies.
>
>
>
> Representation Note: If you have not signed a contract of representation, the Law Offices of Nicholas Gebelt do not represent you, and this email does not contain any legal advice for you.
>
>
>
> Privacy Warning: The use of e-mail involves risk that the message may be intercepted by third parties (such as the government). Contacting me by email is your acknowledgment that you waive the risk of emails sent to me, and that you waive the risk of emails sent from me to you. Further, accessing websites carries the risk of detection of your access not only in real time, but also by discovery. If you have ANYTHING that is sensitive to convey to me, it should be given in a face-to-face meeting.
>
>
>
> IRS Circular 230 Disclosure: In order to comply with the requirements imposed by the Internal Revenue Service, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue code, or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein.
>
>
>
>
>
>
>
> Sent: Saturday, November 25, 2017 8:48 AM
> To: cdcbaa@yahoogroups.com
> Subject: RE: [cdcbaa] Can a corp. file a petition if the majority shareholder, who is not an officer or director, does not approve the filing?
>
>
>
>
>
> Nick,
>
>
>
> The widow has 80% of the vote for directors. The two minority members cant just keep her off the board. If the board was not properly formed by vote of all shareholders it may not have authority to file bankruptcy. Doesnt the authorization require a proper number of directors to vote for bankruptcy. Would a motion to dismiss for lack of authority to file make sense?
>
>
>
>
>
> Best regards
>
> Larry Webb
>
>
>
>
>
> California Board of Legal Specialization
>
> Certified Specialist in Bankruptcy Law
>
> P 805.987.1400
>
> F 805.987.2866
>
> C 805.750.2150
>
>
>
>
>
> Sent: Friday, November 24, 2017 10:13 AM
> To: cdcbaa@yahoogroups.com
> Cc: Nicholas Gebelt
> Subject: RE: [cdcbaa] Can a corp. file a petition if the majority shareholder, who is not an officer or director, does not approve the filing?
> Importance: High
>
>
>
>
>
> Dear Larry and Christine,
>
>
>
> The 80% shareholder is the widow of an 80% shareholder who was a board member. When her husband died she got the shares as community property, but was never put on the board. The board has two members, each 10% owners. They voted to file the Chapter 7 based on the bad advice of counsel. Now the 80% owner is facing a large preference avoidance action. Id like to get the case dismissed, but it looks unlikely. It appears that if the board voted to file, the filing was legitimate.
>
>
>
> The attorney who filed the case had several previous suspensions. Based on this filing at the very least he should have waited until the one-year preference period had passed before filing I suspect he>
>
>
> Anyway, thanks for your input.
>
>
>
> All the best,
>
>
>
> Nick
>
>
>
> Nicholas Gebelt
>
>
>
> Nicholas Gebelt, Ph.D., J.D.
>
> Attorney at Law
>
> Certified Bankruptcy Law Specialist State Bar of California Board of Legal Specialization
>
>
>
>
>
>
>
> Law Offices of Nicholas Gebelt
>
> 15150 Hornell Street
>
> Whittier, CA 90604
>
> Phone: 562.777.9159
>
> FAX: 562.946.1365
>
> Email: ngebelt@goodbye2debt.com
>
> Web: www.goodbye2debt.com
>
> Blog: www.southerncaliforniabankruptcylawblog.com/
>
>
>
> Important notice required by 11 U.S.C. 528: We are a debt relief agency. We help people file for bankruptcy relief under the Bankruptcy Code.
>
>
>
> Confidentiality Note: This e-mail is intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure. Dissemination, distribution, or copying of this e-mail or the information herein by anyone other than the intended recipient, or an employee or agent responsible for delivering the message to the intended recipient, is prohibited. If you have received this e-mail in error, please notify us immediately at 562.777.9159 or e-mail info@gebeltlaw.com and destroy the original message and all copies.
>
>
>
> Representation Note: If you have not signed a contract of representation, the Law Offices of Nicholas Gebelt do not represent you, and this email does not contain any legal advice for you.
>
>
>
> Privacy Warning: The use of e-mail involves risk that the message may be intercepted by third parties (such as the government). Contacting me by email is your acknowledgment that you waive the risk of emails sent to me, and that you waive the risk of emails sent from me to you. Further, accessing websites carries the risk of detection of your access not only in real time, but also by discovery. If you have ANYTHING that is sensitive to convey to me, it should be given in a face-to-face meeting.
>
>
>
> IRS Circular 230 Disclosure: In order to comply with the requirements imposed by the Internal Revenue Service, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue code, or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein.
>
>
>
>
>
>
>
> Sent: Friday, November 24, 2017 9:09 AM
> To: cdcbaa@yahoogroups.com
> Subject: RE: [cdcbaa] Can a corp. file a petition if the majority shareholder, who is not an officer or director, does not approve the filing?
>
>
>
>
>
> My take; Shareholders have no management prerogative. Shareholders elect the board which authorizes the bankruptcy.
>
> So, if the board was properly elected pursuant to the bylaws or the corporate code; the board would authorize the bankruptcy, by board resolution.
>
>
>
> How is an 80% shareholder not a director?
>
>
>
> Best regards
>
> Larry Webb
>
>
>
>
>
> California Board of Legal Specialization
>
> Certified Specialist in Bankruptcy Law
>
> P 805.987.1400
>
> F 805.987.2866
>
> C 805.750.2150
>
>
>
>
>
>
>
> Sent: Thursday, November 23, 2017 5:38 PM
> To: cdcbaa@yahoogroups.com; Nicholas Gebelt
> Subject: [cdcbaa] Can a corp. file a petition if the majority shareholder, who is not an officer or director, does not approve the filing?
> Importance: High
>
>
>
>
>
> Dear Colleagues,
>
>
>
> A corporation filed for Chapter 7 protection. However, the 80% shareholder, who is neither an officer, nor a director, did not sign anything authorizing the filing. Can the case be dismissed based on the failure of the Board to have the 80% shareholder sign the corporate resolution authorizing the filing?
>
>
>
> I suspect that the answer to my question is, Look at the articles of incorporation and the by-laws, but I thought Id see if there is a general principle I can use here.
>
>
>
> All the best,
>
>
>
> Nick
>
>
>
> Nicholas Gebelt
>
>
>
> Nicholas Gebelt, Ph.D., J.D.
>
> Attorney at Law
>
> Certified Bankruptcy Law Specialist State Bar of California Board of Legal Specialization
>
>
>
>
>
>
>
> Law Offices of Nicholas Gebelt
>
> 15150 Hornell Street
>
> Whittier, CA 90604
>
> Phone: 562.777.9159
>
> FAX: 562.946.1365
>
> Email: ngebelt@goodbye2debt.com
>
> Web: www.goodbye2debt.com
>
> Blog: www.southerncaliforniabankruptcylawblog.com/
>
>
>
> Important notice required by 11 U.S.C. 528: We are a debt relief agency. We help people file for bankruptcy relief under the Bankruptcy Code.
>
>
>
> Confidentiality Note: This e-mail is intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure. Dissemination, distribution, or copying of this e-mail or the information herein by anyone other than the intended recipient, or an employee or agent responsible for delivering the message to the intended recipient, is prohibited. If you have received this e-mail in error, please notify us immediately at 562.777.9159 or e-mail info@gebeltlaw.com and destroy the original message and all copies.
>
>
>
> Representation Note: If you have not signed a contract of representation, the Law Offices of Nicholas Gebelt do not represent you, and this email does not contain any legal advice for you.
>
>
>
> Privacy Warning: The use of e-mail involves risk that the message may be intercepted by third parties (such as the government). Contacting me by email is your acknowledgment that you waive the risk of emails sent to me, and that you waive the risk of emails sent from me to you. Further, accessing websites carries the risk of detection of your access not only in real time, but also by discovery. If you have ANYTHING that is sensitive to convey to me, it should be given in a face-to-face meeting.
>
>
>
> IRS Circular 230 Disclosure: In order to comply with the requirements imposed by the Internal Revenue Service, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue code, or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein.
>
>
>
>
>
>
>
>
>
Dear Larry,
The post was migrated from Yahoo.
Dear Larry,
The board voted unanimously to file. She wasnt on the board, so she couldnt vote. Her connection to the company was derivative: her husband was an 80% owner and board member. When he died she got the stock because it had been community property, but she didnt get her husbands membership on the board because that hadnt been community property any more than his job would have been community property.
All the best,
Nick
Nicholas Gebelt
Nicholas Gebelt, Ph.D., J.D.
Attorney at Law
Certified Bankruptcy Law Specialist State Bar of California Board of Legal Specialization
Law Offices of Nicholas Gebelt
15150 Hornell Street
Whittier, CA 90604
Phone: 562.777.9159
FAX: 562.946.1365
Email: ngebelt@goodbye2debt.com
Web: www.goodbye2debt.com
Blog: www.southerncaliforniabankruptcylawblog.com/
Important notice required by 11 U.S.C. 528: We are a debt relief agency. We help people file for bankruptcy relief under the Bankruptcy Code.
Confidentiality Note: This e-mail is intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure. Dissemination, distribution, or copying of this e-mail or the information herein by anyone other than the intended recipient, or an employee or agent responsible for delivering the message to the intended recipient, is prohibited. If you have received this e-mail in error, please notify us immediately at 562.777.9159 or e-mail info@gebeltlaw.com and destroy the original message and all copies.
Representation Note: If you have not signed a contract of representation, the Law Offices of Nicholas Gebelt do not represent you, and this email does not contain any legal advice for you.
Privacy Warning: The use of e-mail involves risk that the message may be intercepted by third parties (such as the government). Contacting me by email is your acknowledgment that you waive the risk of emails sent to me, and that you waive the risk of emails sent from me to you. Further, accessing websites carries the risk of detection of your access not only in real time, but also by discovery. If you have ANYTHING that is sensitive to convey to me, it should be given in a face-to-face meeting.
IRS Circular 230 Disclosure: In order to comply with the requirements imposed by the Internal Revenue Service, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue code, or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein.
The post was migrated from Yahoo.
Dear Kirk,
The company is in a Chapter 7 bankruptcy, and therefore belongs to the Chapter 7 Trustee. Therefore, the widow cannot fire the board and elect a new one.
Nick
Nicholas Gebelt
Nicholas Gebelt, Ph.D., J.D.
Attorney at Law
Certified Bankruptcy Law Specialist State Bar of California Board of Legal Specialization
Law Offices of Nicholas Gebelt
15150 Hornell Street
Whittier, CA 90604
Phone: 562.777.9159
FAX: 562.946.1365
Email: ngebelt@goodbye2debt.com
Web: www.goodbye2debt.com
Blog: www.southerncaliforniabankruptcylawblog.com/
Important notice required by 11 U.S.C. 528: We are a debt relief agency. We help people file for bankruptcy relief under the Bankruptcy Code.
Confidentiality Note: This e-mail is intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure. Dissemination, distribution, or copying of this e-mail or the information herein by anyone other than the intended recipient, or an employee or agent responsible for delivering the message to the intended recipient, is prohibited. If you have received this e-mail in error, please notify us immediately at 562.777.9159 or e-mail info@gebeltlaw.com and destroy the original message and all copies.
Representation Note: If you have not signed a contract of representation, the Law Offices of Nicholas Gebelt do not represent you, and this email does not contain any legal advice for you.
Privacy Warning: The use of e-mail involves risk that the message may be intercepted by third parties (such as the government). Contacting me by email is your acknowledgment that you waive the risk of emails sent to me, and that you waive the risk of emails sent from me to you. Further, accessing websites carries the risk of detection of your access not only in real time, but also by discovery. If you have ANYTHING that is sensitive to convey to me, it should be given in a face-to-face meeting.
IRS Circular 230 Disclosure: In order to comply with the requirements imposed by the Internal Revenue Service, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue code, or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein.
The post was migrated from Yahoo.
Nick,
The widow has 80% of the vote for directors. The two minority members cand by vote of all shareholders it may not have authority to file bankruptcy. Doesnt the authorization require a proper number of directors to vote for bankruptcy. Would a motion to dismiss for lack of authority to file make sense?
Best regards
Larry Webb
California Board of Legal Specialization
Certified Specialist in Bankruptcy Law
P 805.987.1400
F 805.987.2866
C 805.750.2150
The post was migrated from Yahoo.
Dear Larry and Christine,
The 80% shareholder is the widow of an 80% shareholder who was a board member. When her husband died she got the shares as community property, but was never put on the board. The board has two members, each 10% owners. They voted to file the Chapter 7 based on the bad advice of counsel. Now the 80% owner is facing a large preference avoidance action. Id like to get the case dismissed, but it looks unlikely. It appears that if the board voted to file, the filing was legitimate.
The attorney who filed the case had several previous suspensions. Based on this filing at the very least he should have waited until the one-year preference period had passed before filing I suspect he
Anyway, thanks for your input.
All the best,
Nick
Nicholas Gebelt
Nicholas Gebelt, Ph.D., J.D.
Attorney at Law
Certified Bankruptcy Law Specialist State Bar of California Board of Legal Specialization
Law Offices of Nicholas Gebelt
15150 Hornell Street
Whittier, CA 90604
Phone: 562.777.9159
FAX: 562.946.1365
Email: ngebelt@goodbye2debt.com
Web: www.goodbye2debt.com
Blog: www.southerncaliforniabankruptcylawblog.com/
Important notice required by 11 U.S.C. 528: We are a debt relief agency. We help people file for bankruptcy relief under the Bankruptcy Code.
Confidentiality Note: This e-mail is intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure. Dissemination, distribution, or copying of this e-mail or the information herein by anyone other than the intended recipient, or an employee or agent responsible for delivering the message to the intended recipient, is prohibited. If you have received this e-mail in error, please notify us immediately at 562.777.9159 or e-mail info@gebeltlaw.com and destroy the original message and all copies.
Representation Note: If you have not signed a contract of representation, the Law Offices of Nicholas Gebelt do not represent you, and this email does not contain any legal advice for you.
Privacy Warning: The use of e-mail involves risk that the message may be intercepted by third parties (such as the government). Contacting me by email is your acknowledgment that you waive the risk of emails sent to me, and that you waive the risk of emails sent from me to you. Further, accessing websites carries the risk of detection of your access not only in real time, but also by discovery. If you have ANYTHING that is sensitive to convey to me, it should be given in a face-to-face meeting.
IRS Circular 230 Disclosure: In order to comply with the requirements imposed by the Internal Revenue Service, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue code, or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein.
The post was migrated from Yahoo.
My take; Shareholders have no management prerogative. Shareholders elect the board which authorizes the bankruptcy.
So, if the board was properly elected pursuant to the bylaws or the corporate code; the board would authorize the bankruptcy, by board resolution.
How is an 80% shareholder not a director?
Best regards
Larry Webb
California Board of Legal Specialization
Certified Specialist in Bankruptcy Law
P 805.987.1400
F 805.987.2866
C 805.750.2150
The post was migrated from Yahoo.