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Leon
Leon, Solicitor
Category: Australia Law
Satisfied Customers: 44177
Experience:  24 years experience. Admitted in New South Wales and the UK.
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Is the the threat not to sign a doct.which will lead to a Company

Resolved Question:

Is the the threat not to sign a doct.which will lead to a Company suffering financial loss,in order for the person making the threat to obtain financial gain,blackmail or extortion.
Submitted: 1 year ago.
Category: Australia Law
Expert:  Leon replied 1 year ago.
Good EveningMy name is ***** ***** I am a NSW Solicitor. Thank you for your question, and will do my best to assist you with your question. Please understand this is not legal advise Please understand this is not legal advice but a guide to assist you.I do not understand your question. Can you please give me more detail about the threat and who it is from?The person making the threat what do they gain if you do what they want you to do?
Customer: replied 1 year ago.
Hi Leon,I am a shareholder that owns some potentially valuable I.P.in the music industry.Our shareholders agreement provides a clause where any changes to to the agreement requires a 100 percent vote from the shareholders.We have a potential investor who wants to put in a large sum of money.The Company requires funds urgently to stave off potential liquidation.The investor requires some changes to the shareholders agreement.A Deed of Variation was drawn up and sent to all shareholders for signature.97percent signed,3 percent refused.Of the 3percent 1 is owned by a shareholder 2 by another.These 2 shareholders originally owned 10 percent each and were directors of the Company.They were dismissed for various reasons and 17 percent of their shares were bought back for a fair valuation,leaving them with 3 percent.After they were paid out they sent a letter demanding further payment or their shares back,alleging that our valuation of the Company was misleading.They threatened Supreme Court action.When the Deed of Variation was sent to them they saw their opportunity to force settlement by refusing to sign thereby placing the Company in danger of liquidation.Their claim is highly disputed and should settled by Civil litigation.I believe their actions have breached S87 of the Crimes Act for Blackmail.I would appreciate your opinion.Regards Martin( I am a retired lawyer).
Expert:  Leon replied 1 year ago.
Good MorningThey are shareholders and if they do not act properly and in the best interests of the company they can be held personally liable. You cannot force them to sign but if they are refusing unless they get paid more then this is extortion but the issue is whether the police will see this as a criminal matter or civil matter. I would be suggesting suing them in the Supreme Court for the breach and seeking an order that the court sign on their behalf. The 2 issues are not connected and their refusal to sign will be seen as a breach of their duty. They are unreasonably withholding consent to get a benefit and this will be enough for them court to overrule them. I am not sure what your constitution says about this but you can seek costs from them for the action. You should see a solicitor that practices and have them send a letter setting out there role and liability and if they refuse to do the right thing for the company it will sue and seek costs against them. Look at the Shareholders agreement and see if there is a clause about acting in a manner that is not in the companines best interests. This can be used against them. I hope this makes sense and is of assistance. If there is nothing further thank you for using my services. If I have missed anything, or you have any further questions please let me know If there is anything else in the future please do not hesitate to ask. Please do not forget to leave positive feedback. RegardsLeon
Customer: replied 1 year ago.
Thanks,I will take this up with our solicitors and the police.
Expert:  Leon replied 1 year ago.
Good MorningYou are very welcome and thank you for using my services. If I have missed anything, or you have any further questions please let me know If there is anything else in the future please do not hesitate to ask. Please do not forget to leave positive feedback. RegardsLeon
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