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This is in Ontario Canada, the corporation in question is a social networking site. I own 10% of and sit on the board of directors of a privately held corporation. I have had a falling out with the majority owner of the corporation who owns the other 90%. Predominately over my lack of delivery of a business plan, I was not contractually obligated to produce this and later reneged on my verbal agreement to do so based on my feelings that the majority owners vision for the site conflicted with mine. Making my authoring of the business plan pointless, also this was to be unpaid. The majority owner sent me an email stating " As you know as a director of COMPANY you have a fiduciary responsibility to act honestly and in good faith with regards to COMPANY. You have not done so. Your actions of withholding the Business Plan, failing to do what you committed to do, and not communicating in a reasonable manner have severely damaged COMPANIES ability to progress and to acquire more funding. It has become abundantly clear that we can no longer work together at COMPANY I therefore respectfully request that you submit your signed letter of resignation as a director of the Corporation and that you transfer your shares to me, at zero cost. In order to expedite the process, I have taken the liberty of attaching a letter of resignation and share transfer that you can use. If I do not receive your resignation and share transfer by 5:00pm on Monday, April 19, 2010, COMPANY will be dissolved and as a director you will be partially responsible for all outstanding loans. I hope that you will not force me to take this action, as I have put a great deal of time and effort into this project. " End quote/ The site has little in the way of physical assets, 100% of its funding was contributed by the father of majority owner. I was under the impression that this was angel investing and not a loan. I have nothing in writing to that affect. I'm not an authorized user on the bank accounts and haven't been privy to any of the financial dealing, nor have I personally guaranteed any loans. I actually haven't done much other then function as the companies advisor on business matters/liability stuff. We have had exactly one shareholder meeting and that was the first and last one. Is she bluffing? from what I can discern from google, as a director i'm liable for unpaid employee salaries and tax responsibilities. But thats in effect 2 years after I resign. Not to mention the only real assets the corporation has is the domain/actual site and idea behind it. I'm pretty ticked off at the attempted coup, and would like to fight this if I have any legal ground to stand on. I'd also like to minimize my exposure as I have significant assets in my name ( paid off home, car, cash) Is there anything criminal about whats going on? How can I deal with this so I come out on top, preferably retaining my shares/the idea or domain but more importantly protect my assets. Also, could I sue this person if they start a similar site in the near future.
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Apr 16, 2010 17:30
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Alchenar posted:Talk.To.A.Lawyer. Are you a lawyer? or even well versed in the laws of Canada? As far as I know directors of the board aren't required to do any work beyond show up at board meetings and monitor company. So I fail to see how I could be sued by anyone other then unpaid employees or the Government of Canada for unpaid taxes. Its not like I was an employee of the company. The running of the company fell to the majority owner who was President of the board and CEO. I was simply on the board of directors in an advisory capacity. There is no detail beyond what was given, none that I know of currently anyways. E: To clarify i'm asking for detail on my exposure in this case, clearly explained with a reference to an actual law in my area. Not YOUR GONNA GET SUED, that doesn't help me.
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Apr 16, 2010 19:37
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Incredulous Red posted:The best part of this thread is when people come in looking for advice and then poo poo on the people giving them that advice. I already know I could get sued, hence why its a legal problem and I have a legal question. A vague answer that tells me what I already know is absolutely useless. Thats poo poo posting. I hold a degree in Commerce from a recognized University and have a good general understanding of what a directors role is in a company, just not how it applies to the legal system. I'm satisfied that I fulfilled my responsibilities as a director. A lot of goons really aren't reading, she is threatening to dissolve the company, making it impossible for the company to sue me for anything, only the creditors can ( and I didn't guarantee any loans) or even sign off on them as a director. I will go see a lawyer, but only if and when i'm sued.
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Apr 16, 2010 20:52
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Alright makes sense, should I find a lawyer in the city the company is based in or where I currently live. What am I looking at paying for a consultation? How much is too much, any recommendations/references in Toronto/Ottawa?
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Apr 16, 2010 21:16
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i saw dasein posted:kalonji call the Ontario Lawyer Referral Service and set up a consultation. Normally a half-hour consultation booked through this service will be free, so you don't have much to lose. I saw these guys on a PDF for the rights of minority shareholders. I will give them a call, if for no other reason just to be educated before I actually retain the services of a lawyer i'm paying for. Thanks goons.
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Apr 16, 2010 21:17
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Schitzo posted:This. For all you know, the lawyer is going to tell you to just give her the shares and walk away. Well i'm not even sure about the company having any debts, i'm fairly confident its a bluff to regain total control of the company. I invested a considerable amount of time, but yes i'm perfectly willing to walk away if it protects my assets. It was more of an ego/spite thing.
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Apr 16, 2010 21:19
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Heisanevilgenius posted:This is a really minor legal issue (I hope), but I'm hoping someone could give me a sense of whether this is illegal and/or how illegal it is. I'm assuming you are talking about Scene card and Scotiabank Have you never signed up for a bank account? Scotiabank isn't just going to mail you a bank card without first getting your SIN number during the application process. That SIN won't match your name and you will probably end up getting your sin flagged for fraud. Don't do it. E: i saw dasein posted:it's arguably not criminal fraud but its pretty close. probably not a good idea though I doubt either the bank or the government would go after you for it. Are you serious, signing up for a bank account using a fake name is fraud. Even if you never use the card or pick it up.
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Apr 16, 2010 22:42
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terrorist ambulance posted:nope, unless they rely on the false information and use it to forward you credit, it;s not fraud, and they can't prove it. you have no idea what you're talking about.  Here is an excerpt from the RCMP website RCMP posted:What is Identity Fraud
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Apr 17, 2010 07:17
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terrorist ambulance posted:nope, unless they rely on the false information and use it to forward you credit, it;s not fraud, and they can't prove it. you have no idea what you're talking about. Not to mention if the bank account comes with an overdraft, that is extending you credit. E: OP you should follow the sound legal advice on Something Awful forums, creating a fictitious identity to apply for a bank account to get free movie tickets is a great idea. They will never be able to prove it, you will not be charged or have to spend thousands of dollars defending yourself against serious criminal allegations. This really is a comedy forum kalonji fucked around with this message at 07:47 on Apr 17, 2010 |
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Apr 17, 2010 07:28
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This occurred in Ontario  My friend used to be addicted to oxycontin, he took a payday loan from a certain payday loan place and never repaid it. Fast forward a year or two down the road he takes his paycheque to be cashed at the same "chain", he had forgotten about the debt. The clerk who served him didn't mention the outstanding debt, allowed him to sign the cheque, then a manager came out and explained they would be keeping 200$ out of his 400$ paycheque since he owed them that money. He asked for his cheque back and they refused. Now im sure this comes down to some technicality of whether or not the cheque was theirs to garnish. He can't pay his rent or feed himself now. This obviously causes him great distress. So I guess what i'm asking is, is what they did legal? If not what is the best ( quickest and most cost effective way to remedy his predicament)
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Jan 23, 2011 22:42
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kalonji posted:My friend used to be addicted to oxycontin He also offered to make payment arrangements/pay a portion of it, they refused, and if it matters the employer whose cheque he cashed is different then the one when he took the loan.
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Jan 23, 2011 23:42
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Alchenar posted:I'm scratching my head but nothing generally applicable leaps out. In common law terms: it's a debt, an offer of partial payment is worthless, the debt is to the company not the individual so the manager doesn't matter. entris posted:I think, given the amount of money involved here, that your friend is out of luck. There's no way that hiring an attorney is cheap enough to be cost effective in fighting this. I guessed this much, thanks for confirming it goons, I just hate the payday advance industry and was hoping he could stick it them. I'm not a lawyer ( just a lot of internet) but I think when he signed the back of cheque he was endorsing it over to them ( I guess thats how check cashing joints work) so I guess it was their property at that point. They also agreed to give him 500$ in exchange for endorsing the cheque, but he also agreed to pay back his loan so i guess they are even.
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Jan 24, 2011 01:02
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Halisnacks posted:Okay so this will be one of the stupider questions in the thread. I'm applying for a passport and need a guarantor for my identity, but it has to be someone in my country of residence. I am not currently in my country of residence and won't be for sometime. So I've filled out the forms and was planning on mailing them home where my guarantor could sign them, but it says the guarantor needs to have witnessed me signing them. I don't want to try pushing my luck (and neither would my guarantor, I imagine) because if they find out we lied, I might be barred from getting this particular passport. So my question is: if the guarantor saw me filling in and signing the form, say, via Skype, would it be a lie if they then signed saying they witnessed my signature? Would that hold up or am I just SOL until I am back in my home country? Just get your family doctor ( or paediatrician) to sign for you.
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Feb 5, 2011 04:24
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BobDole posted:I I have a home address, home phone number (he hasn't answered the phone yet, and the home phone voicemail box is also full, http://www.irs.gov/individuals/article/0,,id=106778,00.html if you've found out he's probably already under investigation, can't hurt though.
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Jun 2, 2011 10:58
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Konstantin posted:How come most large corporations incorporate in Delaware then? Tax reasons...
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Jun 17, 2011 10:00
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