Minority Owner Unhappy with Management

You're a non-controlling shareholder and you don't like the way the business is being managed. You've exhausted your efforts to communicate respectfully and clearly to the control person or group in an attempt to express your concerns and/or influence how the business is managed. You want to put someone else in charge of running the company.

Well, the business' top managers - president, vice president and secretary - are appointed by the directors. Directors are selected by the shareholders (S-corp and C-corp) or members (LLC). Can you get enough shares or units together to vote for new directors? If so, you might be able to influence which officers are selected. If the controlling owners will never go for that, then try buying additional shares in an effort to amass enough to control the board. If that's not possible, you could sell. But before you attempt to find a buyer, does the company have a buy-sell agreement? Or buy-sell or transfer provisions in its bylaws (C-corp and S-corp), operating agreement (LLC), shareholder agreement (C-corp and S-corp) or member agreement (LLC)? If so, what is said about how shares may or must be bought and sold?

If you feel that your rights have been infringed upon, you might be able to take legal action. But be aware that it's not a crime to be stupid or incompetent. Your only case would be illegal or criminal activity. Has a director or officer breached his or her duties of loyalty and reasonable care in representing the interests of the company and the shareholders? Engaged in self-dealing? Padded his or her own pockets to the detriment of the company or shareholders? Seek the professional counsel of an attorney experienced in corporate law and corporate litigation.