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-   -   Corporate law, embezzlement (https://www.askmehelpdesk.com/showthread.php?t=605249)

  • Oct 19, 2011, 12:34 PM
    dflynn
    Corporate law, embezzlement
    My dad was a partner in a corp. His two partners own the parent co. That was in full control of all assets. Money was embezzled from my fathers co. It was later discovered that money had been embezzled from the parent co in the same manner-prior to my fathers incident. These guys didn't take any safe measures after the previous incident to prevent it from happening again. Isn't there a law that proves that they are liable?
  • Oct 19, 2011, 02:37 PM
    AK lawyer
    Quote:

    Originally Posted by dflynn View Post
    My dad was a partner in a corp. ...

    You are mixing apples and oranges here. If it's a corporation, and not a partnership, it has shareholders, not partners.

    So some of the shares were owned by the "parent company"? Was the parent company a corporation too?

    Quote:

    Originally Posted by dflynn View Post
    ...
    Isn't there a law that proves that they are liable?

    Doubtful. What state is this in?

    And who embezzled the money? Your father? His partners? An employee?
  • Oct 19, 2011, 03:04 PM
    dflynn
    Yes they are "shareholers" My dad owned 1/3 of the stock. The othe 2 "shareholders are brothers and own the stock of the "parent" Co. Both businesses are corporations.
  • Oct 19, 2011, 03:05 PM
    dflynn
    This is in Tn
  • Oct 19, 2011, 03:30 PM
    AK lawyer
    Quote:

    Originally Posted by dflynn View Post
    ... Isn't there a law that proves that they are liable?

    If the other shareholders, the brothers, were officers of your dad's corporation, I guess it could be argued that they violated the fiduciary obligation to the corporation by failing to take adequate steps to make sure that the embezzzlement did not happen again. This would be quite a complex case, it appears to me, and by no means a slam-dunk lawsuit.
  • Oct 19, 2011, 03:45 PM
    dflynn
    What if I had in my possession a MEMO from one of the brothers stating that this jusy "needs to go away" lest investors get wind of it. He means and states the investors of THE PARENT CO. The one my Dad had ZERO interest in. What if the By Laws state no two or more shareholders can "gang up" on a minority shareholder and make decisions adverse to the minority partner. What if the embazzlement occurred by and through a bank that the parent co. has major stock in?
  • Oct 19, 2011, 03:46 PM
    dflynn
    By the way thank you for your input!
  • Oct 19, 2011, 03:58 PM
    AK lawyer
    Quote:

    Originally Posted by dflynn View Post
    What if I had in my possesion a MEMO from one of the brothers stating that this jusy "needs to go away" lest investors get wind of it. He means and states the investors of THE PARENT CO. The one my Dad had ZERO interest in. ?

    Your dad has not standing with respect to a loss to the parent company. The only relevance it has is to do with how they took measures to protect the child company.

    How did they make the problem with the parent company just "go away"?


    Quote:

    Originally Posted by dflynn View Post
    ... What if the By Laws state no two or more shareholders can "gang up" on a minority shareholder and make decisions adverse to the minority partner.

    That's corporate democracy for you. It's the way it works.

    Quote:

    Originally Posted by dflynn View Post
    ... What if the embazzlement occured by and through a bank that the parent co. has major stock in?

    The money was embezzled by the bank? Or by it's employees? If it's the former situation, I am sure state and federal regulatory agencies would be interested in knowing more. If it's the later, and you can prove wrongdoing, you should check and see if these bankers had any sort of bond or insurance that might protect the child company part of which was owned by your father.

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