I. Am. Done.

June 25, 2008 5:47 PM

I am breaking up with my business partner. How do I best do this?

My business partner and I decided to start our company several years ago and now I need to get out now. Long story, short, I refuse to continue to be miserable. All hope for change is gone.

I am sooooo done. Done. Done! Having said that, there are some issues inherent in the situation that I need to consider and try to figure out.

1. I own about 1/3 of the business. When I walk out, I'm assuming my shares are my shares, do I need to worry about losing them? Is there a way for them to somehow weasel me out of them without my approval? There is a push to sell the business and I want to be sure that if it does happen, sooner or later, that I still retain my shares. I also don't expect to be getting a paycheck, but if the company sells, I want to make sure I get my share.

2. I have been the only IT person on staff and I am the only one who knows all the passwords, accounts, etc. I plan to write a document that provides all the info in as much detail as possible. We just hired a new programmer, should I be trying to put him on the fast track to at least being able to address issues after I am gone? What else should I be doing? I don't want to put the business in a bad situation, but I don't want any phone calls about how to fix this or that. OR, should I not give a good goddamn?

3. She can be a highly vindictive person and has really showed her ugly side when talking and referring and dealing with past employees, even those who have left on "good" terms. I'm 110% sure she'll have a field day when I leave. Because I don't trust her reaction, I am thinking I will not be giving any kind of notice and will not be negotiating any kind of transitional period. I plan to have one foot out the door when I talk to her, tell her "I'm done" hand over the document and that will be that. Once I walk out the door, I will not be taking any phone calls from her, I will not speak to anyone in the company at all unless via email and unless it's about technological issues that I may have missed in my document. Is that a good idea or no? Is there a better approach?

Also how do I deal with current company employees? I plan to cut them off too, not because I don't like them, but if they have contact with me, I consider it a tether to her and I do NOT want that. I am willing to give up those relationships if need be, but I am not sure if I absolutely need to.

4. I currently use a "company" computer as my day-to-day box. Should I anticipate them wanting it back and should I plan accordingly?

5. Even though I will be out of the day-to-day business of the company, what rights do I have when it comes to company business? Even something as minor as keeping my business email address, can I still have it?

What else am I missing here or not thinking of? Anybody been through something similar?

posted by SoulOnIce to human relations (11 answers total)

Lawyer.
posted by iamabot at 5:53 PM on June 25, 2008

Mr Pearlybob went through something similar except he and another partner were ousting a third. It was a good move and the company needed it but this is very, very complicated. You need to see a lawyer asap. We were totally shocked to learn all the steps needed to dissolve a business partnership. It may cost some money but the laws are different in every state and in every situation. Protect your interests and consult a lawyer. Good luck..
posted by pearlybob at 5:56 PM on June 25, 2008

You say "business partner," but is this "company," actually a corporation, LLC, partnership, or what? That affects what goes into disentangling yourself. You mention "shares" -- that sounds like there is something "official" here. Get a lawyer.

Moving on...

#2, Yes, leave as much documentation as you can.

#3. Really, a transitional period, at least a couple weeks, would be really helpful to the employees. I understand you're very mad at your business partner, but she isn't the only person involved. Wouldn't it be great to leave this enterprise knowing that you've done your best for it, even if your partner wasn't the best for you?

#4. Of course they'll want it back. Perhaps you could offer to buy it from the company. Or really, back up the important files and buy your own computer for your personal stuff.

#5. When you leave the company you shouldn't expect to keep your email address. You aren't there anymore. If you are no longer with the company and you sell your shares, you really are no longer with the company. Why should you expect "rights" after that?
posted by Robert Angelo at 7:16 PM on June 25, 2008

Seek legal advice immediately, before doing anything else. Your lawyer will likely discuss the following points with you.

The minority shareholder in a business divorce is always at a disadvantage. It is common for the majority shareholder to offer a minimal buyout in light of her advantage. You may be in for a long negotiation.
The company computer belongs to the company. It will probably have to be returned, perhaps immediately. Archive your personal files now. If there are files that you will want to use but which are clearly company-related, archive them too, but on a separate media so that they remain segregated and can be surrendered if a judge tells you you have to do so. Don't use them in the meantime if you can avoid it.
If you want to work with clients of the company in the future, anticipate a fight from your current partner.
You have good instincts with regard to your paragraph #2. Follow them. Do everything that you can to make this a professional and responsible departure, one that will not jeopardize the continued operations of the company. If your partner keeps it going, you will still own 1/3 of it until you sell. If she wants to sell it, you want to keep its value maximized.
posted by yclipse at 7:33 PM on June 25, 2008

1. Without knowin the legal structure and nature of the shares (classed? vested or not?) it's impossible to know. Lawyer.

2. Yes. Be classy.

3. What do you mean "other employees." Aren't you an owner-partner? Don't worry about what she says, either way. It's just work stress gossip.

4. Anticipate? You should PROACTIVELY return it before being asked. (See #2).

5. Well, you're an owner, and maybe a director. It's hard to know what "quitting" means here, legally (see #1). You may indeed have "rights" to the e-mail address, but you probably do not WANT that (liability.)
posted by rokusan at 7:34 PM on June 25, 2008

To answer a few questions.

- It is an S-corporation.
- My shares are fully vested (vested after 2 years)
- The reason why I asked about the computer is because the company has use of my personal computer equipment - a few large monitors, a server, several older computers and a myriad of other things.
- I have zero interest in working in the field once I leave so will have no contact with existing clients.

Also, one thing I do want to be clear about is that I am not necessarily looking to completely get out of the company. I want out of the day to day, basically can I quit the "job" and what are the things I need to be conscious of given the fact that I own 1/3 of the business.

We have, I believe, 15-20 shareholders, some holding as little as 0.5% of the shares, but mostly in the 1-5% range. Only about 4 or 5 of them have actual involvement in the day-to-day running of the business. My mistake in not being very clear, but I want out of the "job", but want to keep my ownership which I am fully vested in.
posted by SoulOnIce at 9:32 PM on June 25, 2008

You really need to see an attorney. Bring partnership agreements and any amendments to it. Be prepared to bend over backwards to help ease the transition, but you don't want to expose yourself to any opportunities for the other shareholders to sue you.
posted by toaster at 10:28 PM on June 25, 2008

Check your MeFi inbox.
posted by zippy at 1:16 AM on June 26, 2008

Nthing the attorney suggestion. This stuff is complicated. Not to get competent legal advice would be a terrible false economy.
posted by tiny crocodile at 6:33 AM on June 26, 2008

Document absolutely everything, and do it fast, before anybody gets any idea of your plans. Make sure you have good copies of all shareholder information. Make sure you have copies of any employee manual, or policy emails, memos, etc. Get a separate gmail account, and start forwarding stuff to it. Use it only for that purpose.

Don't send out anything proprietary, like clients lists.

Make sure you have copies of any performance reviews.

Any equipment that belongs to you should be returned to you; any equipment that belongs to the company will be retained by them.

Document all passwords and accounts for IT. Don't start training anybody, but make sure that whoever comes in has appropriate information available.

When you leave, be calm, professional, courteous, and don't overshare. Sounds like you've got a good understanding of this, just keep it up.

Yes, you need a good lawyer.
posted by theora55 at 7:42 AM on June 26, 2008

Why not offer to let her buy out your shares? Do you *really* want to be involved with a "highly vindictive person" who "has really showed[sic] her ugly side when talking and referring and[sic] dealing with past employees"? If you're emotionally done, it's probably best to be financially and legally done, as well.

A note for the future: If you start another partnership in the future, be sure to have exit clauses in your partnership agreement, both for an amicable exit, and terms under which a partner can be pushed out. It's always a good idea to sit down with a lawyer and have them write up your thoughts, but even just both of you writing down some kind of agreement beforehand and signing it is better than your current situation. Good luck.
posted by dblslash at 1:09 PM on June 26, 2008