Help with Solicitors

corkmanjames

Hi All

I started a new venture a while back with a few partners we have company solicitors that work for the company.

A few issues I came across below

1.the company solicitors also work for one of the partners other companies.

2.The partner in question has the highest equity in the company

3.i found out that the partner has been meeting with the solicitor about getting the trademark signed over to his other company

4.I contacted the solicitor about an issue we had but he told me he would send on details to a person that works for the other partner

5.I came across minutes of a meeting with the partner, his employee from another company about getting trademark over to the partners other company about adding amendments to my contract

My concern is there a conflict of interest on the solicitor’s side as he works for both companies and that he was in fact employed to act on behalf of the company and he should not be sending information to this other employee.

pedronomix

There is a sinificant lack of clarity in you post. Stop and rewrite it as if you were explaing the situation to a child! From what you have posted and what I can gather, it is the partner who may be acting illegally here, or so it appears.

pedroeibar1

Still not very clear. If I understand you correctly, you are a minority shareholder and an employee in a company. One of the other shareholders is trying to transfer a trademark from that company to another in which you have no financial interest and also is trying to amend your employment contract.

The first question any solicitor asks him/herself before a meeting is “WHO is the client? Is it the company? An individual shareholder? All the shareholders? There still are items missing – but if my understing of the position described above is the case there are serious issues that need to be addressed . It would be very bad practice for a solicitor to do what you outline (unless there was good reason for it) so it is necessary to know if there is a shareholders agreement and what is in it, what are the share classes and attached voting rights, the relative rights of size of shareholder, what is allowed by the Memo & Arts., the powers of individual directors, etc. Are you a director? If so were you notified of the meeting?

You need legal advice and I suggest that you gather all your documentation and then (and only then) go see a different solicitor.

pedronomix

This is a complex legal area and legal advice is forbidden here. So it may be that your partner and or your company solicitors are acting improperly. Not one for boards type teasing out, Pedroeibar's advice is sound. Keep a lid on it until you have definitive information and advice.

corkmanjames

Thank you for your help

TheCostumeShop.ie: Ronan

First off when you start a new venture, you should be getting independent legal advice. If I read in the above that you all decided to use the same solicitor to put the deal together, then this is a mistake. Its now time to get your own legal advisor.

Second call an AGM or EGM and discuss with your partner what the situation is. If your firm hired a legal adviser to do the work you are entitled to know what that work was. If the partner has hired him via the other company for this piece of work then he cannot represent both companies on a transaction, so suggest new council for the company for this matter.

Why does the company want the trademark in its name and who developed the IP. If the other company wants it will it be willing to pay a fair market rate for it. Establish ownership early.

Amendments to the employment contract - if the company was set up correctly you probably have scope and terms of reference for each persons roles and responsibility. If not, then thats your mistake. Time to create them.

Assuming you are a partner and director of this venture, then you are legally obliged to know everything going on in your company. I wouldn't tolerate a solicitor representing your firm not providing you information directly.

These things can fester, my advice is get them out in the open and then move on quickly.

dbran

Are there any other shareholders in this company? Are you a shareholder in the company? Did you put any equity into the company. Or are you really just an employee/director?

dbran