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Old 08-20-2008, 08:10 PM
boykinmama boykinmama is offline
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I would also suggest that the departing partner make pictures of his office, his desk, & drawer contents, that he verify that his own personal computer has no company information on it before he departs with it. And it would be good to have it cleared of everything but the Microsoft software and have a single folder with personal files and then print a list of contents of the disk and of the personal folder (redacted where necessary) showing the file extensions and the size of the file. If anything looks to be a proper size to be a client list, delete it or print it and hand copies of all this to the partners as you leave.

Do NOT allow any testimony to go unchallenged if it is untrue. Come with proof that you were up front with the partners before you made a move.... or that you were dissociated before you acted on any plan.

My experience was to have one partner commit perjury in 12 different statements and to provide pictures of a trashed office that SHE trashed. She also set up two clients to call the partner and demand he come immediately and do work for them just as he was waiting on the lawyer to fax the dissociation documents to the LLC... so he could leave. They wouldn't get off the phone until he told them to call the other partner and then only when he said, "No, I won't be there, I'm dissociating." This was construed as trying to do business with a client. The truth was that this other silent partner had taken the operating funds of the company to another bank with permission from the CEO, got a new line of credit with his name on it, and then refused to put him on the account. He could not pay creditors nor could he pay himself for his full time job of operating the company. Then they demanded that he cut his salary by 23% and sign a document to that effect and also to make the other partner Chief Operating Officer.... ie. IT was a TAKEOVER by a silent partner by embezzlement followed by extortion. Later they sent the CPA, who had taken five times the normal accounting fees, cooked the books by charging partner's salary to his equity while their legal invoices for being the company attorneys were expensed, to offer to give him back his salary if he would sign over 1/3 of his ownership to each partner in the LLC that was his partner- in their individual names so that they would have voting rights to block him completely. Yes, these were his lawyers from a year before they offered him the LLC. They had the company appraised and found it worth a Million dollars after 14 months and wanted it all. They had already billed the LLC more than their $10K investment... for attending meetings they called and writing the LLC agreement that was never finished in two years.

So, if you think your partners might have even a small tinge of unethical behavior, BE VERY CAREFUL. Get a good LLC lawyer BEFORE you dissociate.

Last edited by boykinmama : 08-20-2008 at 08:22 PM.
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