I have a large proportion of shares along with my mother and 2 sisters in my father's company that he left us when he died suddenly 2 years ago. There has been no end of trouble as my younger sisters husband is a director and another chap that has worked there for a long time, but they will not allow me or my middle sister become a director and my mother will not give the casting vote as favours my younger sister and does not want to cause problems with her. My brother in law also threatend to walk as felt he could not work with us so my mother got scared.

The reason directors wont give us directorship is unclear but all we can come to the conclusion of is that they have all the control and when and how money is spent and decision on wages and dividends. My brother in law is a very controlling manipulitive man that has got my mother wrapped round his finger but she fails to see it. All my family except myself are very religious and belong to a religion other than C of E or catholic, think door knocking, yet apart from my middle sister the others do not act or show any christianity towards their own family.

we have just been given the accounts for the company that the 4 of us own and the directors get a wage of 115k between them plus dividends but it also says on a seperate page they have had 'emoluments' of 111k - now is this wage or extras such as paid gifts that they have awarded themselves?? my brother in law did a get new car last year on the company.
also in the accounts the entertainment figure has jumped from 4k in 2007 (dad still alive til october) to 8k in 2008!!

everything has really changed since the death of my father and my brother in law is proving to be a greedy, backstabbing person, he's now on a 3 day week at the age of under 40 on a huge salary, my father would never have approved. Its hard to do anything as just shareholders without a majority vote and all i do is spend money on solicitors to find out what we can do.

gone off on one a bit but really fed up by the whole thing and wish my mother would open her eyes as in the past he has not proven himself to always be the 'good' person she thinks he is.

Emoluments just means all the income from employments including salaries, car, bonuses, expenses, mobile phone.  I'd be concerned they're on a separate sheet to other accounts as they are literally just a total of all benefits of their employment.

i dont now much about business however if i had financail and obviuos emotional stakes in a business i would be looking into getting a very clever and savvy accountant to go through the books with a fine tooth comb so evryone nows where the money is being spent. and if nothing untoward is going on why should they object???

yes i can get a seperate accountant to go through accounts but not all the books in detail as this is not privy to shareholders even though we're family, he wont gives us anymore info than he is legally allowed to, therfore we'll never know what the extra cost of entertainment is - my guess is golf days and dinners out!!!

The emoluments is on a different page to all the expenses and as only a small difference to what the wages are i'm guessing its bigger bonuses in same way. We can ask more in depth questions at the AGM but as yet we are still waiting a date! everything is done on his terms and if he gets fed up with us asking stuff about our own company then we get punnished in some way ie making us wait for the AGM, its already over a year since the last one.

http://www.snoop4directors.co.uk/default.asp?partner_id=Director&gclid=CLSHm-Xavp0CFYIA4wodlnSohQ

You can try here to do a bit of research about the company and directors might be worth spending a few £'s to see what's going on and compare the offical with the information supplied.

Emoluments are as I've said a total of all benefits including bonuses, expenses, etc ANYTHING that the taxman would consitute as a benefit for tax purposes should be included there.  Its not for a separate bonus system or allowance they've deemed fit to pay themselves, is the company in good order financially do you think?  Take what you've got to an accountant for an full Audit once you have the results you'll be in a better position to tackle any problems or irregularities, Fraud is a police and Tax matter you'd be amazed what you can find out from just a few accounts, daughter is an Auditor I live and learn lol.

thank for this. I will be getting the accounts looked over.

The company is in good order and there is profit, its been in the family for 45yrs and my dad who owned it left his daughters and estranged wife (my mother) all his shares, but i have discovered over the last 2 years shareholders can do nothing without a majority vote - very difficult when one sister wont vote against her husband (understandably) and a weak mother that gives in to my brother in law and takes his word for everything, she never seeks independant advice. She doesn't want to upset my younger sister in any way.

i always ask now whats the point of shareholding when you are powerless, the directors make all the decisions.

its becoming so time consuming and mentally draining.

Good luck with it all and yes I can appreciate just how demanding it is to do this for some people my daughters worked with its been very shocking especially in a family owned business you can see it in her when she's done their audits so goodness only knows what happens when they find out.  Even when the news is good some are left reeling about their own thought process' etc all a very complicated state of affairs I'm afraid.

You know money destroys many a family.

Yourself, your mother and your other sister are all shareholders in your fathers company, but your father did not make you or your mother directors, he made his son-in-law, he must have trusted him and he must have had faith in his business acumen, your father left his shares to you, but he has never allowed you to run or have a say in his company previously, so why now?

Why do you feel the need to have a say now, you will continue to have a share in this company it is not gone from the family, too many chiefs in a company will cause more problems than not.

If you don't trust your brother-in-law that is another subject, but if I were your brother-in-law I would be pretty peeved that relatives were trying to now stick their oar in and run a company that I had run with your father and taking out audits and rushing to accountants to check the books, how does that look to him?

Often when people die relatives all go rushing in, I want, I want and grab, grab. You have no legal standing here to become directors of a company.

This can get out of hand and you can all fall out, which is what will happen, or you can sit back get on with your life and be a shareholder in the family business, it was your fathers wish for you to be a shareholder not a director.

Unless your brother-in-law is a crook, hopefully he is not and is the man your father trusted, there is no reason for your attitude towards him, (directors have perks and company cars, so do many other employees that shareholders do not)  then this will only end in tears, you need to seriously think about this before you start a war.

Just my take on it, too many families fall apart over things like this, family is more important. :-) Work together............as friends.

i understand what you are saying but i have worked in the company and so has my sister. My father asked me to work for him and wanted to make me a director, at the time my brother in law said best wait for 6 months and made some comment on that i had changed my surname (from the family name, which he doesn't have obviously) so was ready! he did not want me there and told my middle sister that he would get me out! he certainly didnt want me with my maiden name as thats the company name.

the reason my father gave for wanting me to become a director was to have the third person to help with decisions and against my brother in law. it never happened and i am pretty certain it was down to my brother in law - you have to meet him to get his arrogance and controlling personality. the last thing my father said to me before i left after 4yrs was that he was sorry , he was a coward and he'd failed me, he was crying - this was the last time i spoke with my father then 5 mths later he had a heart attack and died.

I do have trouble trusting my brother in law as he does not give respect to my father and the fact he gave him the job in first place. my father was very very good with money and spent only what he thought was appropiate, he was a work orientated always and as children it did have an effect on our lives. i would like involment in the company to carry on with what has always been part of my life.
things have changed alot since my fathers death within the company and my brother has just done a buy out of the main company shares back to the trading company without any info to us until he did it - sold us out in the middle of recession so for minimum money, now that is not the attitude of a trustworthy person surely?? and guess who has the shares of some of the trading company, my brother in law so in effect he now owns it.

family is more important i agree but when a mother shows outward favouritism its hard very hard and it is plain to see she is manipulated by him by his threats of walking if we become directors - surely a mother should tell him thats unfair to her other daughters and should not make those type of comments.

its hard to give all the facts and exactly what has gone on (would be here a long time) but it is his attiude and what he does that makes us want to look at the books more closely. the other director never makes very little repsonse to us and is quite  a weak director, he refers everything back to my brother in law.

lack of communication and such insistance to keep us out causes great suspicion.

WOULD YOU NOT SELL YOUR SHARES SO YOU DONT HAVE THE STRESS?

yes  we treid to sell the whole company last year but buyer pulled out as recession hitting. we all agreed it would be best for us all, but it didn't happen, we donknowthe full story as was not shown any correspondance but i have my thoughts on it.

it would seem we just have to put up with the greedy one taking what he can and give us dividends when he feels like it.ts so frustrating as its our inheritance, our right to have it, a gift from my father. it isnt about the money as dad left us all wel cared for including the grandchildren, its about a man that feels he should have all.

I would take legal advice from a solicitor and also see an accountant.

I take it the shares are split into 4, and the is a divide of 2 against 2.

Is there any  restrictions on the selling of shares...i.e must be offered to other share holders first??

As you and your sister could throw a spanner in the works, (if not restrictions)  by telling the other  share holders , you are going to sell your shares on the open market or anyone  you wish ...which will cause  total unrest in the firm.

No one wants new faces coming into a well established firm, even minority share holders!!

BUT!!!!!!!!!!!,  I think you need to think long and hard,  if the company is going OK, then the directors (who are running the firm)   must be doing something right, can you honestly say, if he resigned, you and your sister could jump into his shoes and keep  the company going  , and producing a profit.

Not to forget   , the face of a company is also important...and your BIL face may be the one that keeps the customers/clients  coming back to you....  it is not as easy as  just putting a new face in the limelight.

I wish yo uwell, but think carefully before you rock any boats...    you may see a company that has bene around for yrs,  go down very quickly when this sort of unrest  raises its head!!

I know what you are saying and i am unsure of whether shares can be sold on open market as yet. I do have a solicitor looking into his latest 'buy out of shares' and it has come when my mother had begun to listen more to my sister and i, it just looks like he has got scared of her changing her mind and prevented this from happeing in the trading company.

Yes profit is still being made but the other director is there most of the time as my brother in law only does 3 days plus has just started a new business sep from the one we have and has taken one of the offices for this business! he is paying rent ,but the other director mentioned £50 per month!!
You are right that me and my sister would be out of our depth to start with if he walked but there is the other director and the sales team who would i'm sure stay and help, after all they need their jobs and do most of the work themselves anyway. He isnt particularly liked by the warehouse lot as little appreciation to them and favours his son in law who he has given lots of promotion to and appears to get away with being late etc. I know this as my son has worked there for 2 years (my dad gave him the job) and hears all the moaning going. this is porbably the same for most workplaces and bosses.

what gets me more than anything is that it was/is a family business but he treats us like nothings, if he been more open and willing to give info then everything would be different. it has been put to him several times about his attitude towards us and lack of communication but we see no difference. He has dual personality, one for work and for his religious friends. you have to know a person like this to understand how they control and manipulate, i was in a relationship with a man that did just this and its not til your out of it that you see it.

sometimes i wish it would just go to pot then that would be that but its unlikely to happen as has survived 2 recessions before, not with my BIL though.

anyway thanks for your,family stuff is hard and i'm sure we're not the only family in this situation. very hard to be left something and then have no control over it.

Is he running the business the other two days of the week ?

I would also check to see if he is using anything else from the company in his new venture like the car etc and most importantly how he has funded his new venture. Make sure as well that he is not setting up a rival company in readiness to put your company in liquidation and move the customer base over over. Maybe the worst scenario but keep a good eye on things.

I wouldn't be too scared about running the company if he walked as you have a team of people that will help run it for you so you won't be alone.

I think you also have to realise,  you father must have had faith in this man,  to allow him the position he holds.

Surely if your father did not have faith in him, he would have included something in his will to  make sure  he was not left in  charge of the business.

You also need to look into what it will cost you and the firm, to  have the director step down from his job.

I dont think my dad would have expected him to be like this - he was told by dad (according to BIL) to look after us all but this is far from what we see. My dad wrote his will in 2004 and died in 2007 suddenly so who knows if he would have his will in time. my dad did describe him as ruthless once and when he wanted me as director it was to have the majority vote against BIL, so my dad told me.
My BIL was the first to read the will as he went got it from the solicitor whilst my sisters and dads partner(girlfriend) were still in his office! he also took his computer and wiped all emails and told us there was nothing for us to see. He is not the executor of the the will, me and my sisters are.

I know what you mean about the new company but it is a different business so hopefully not going to do anything as awlful as liquidation. He does his religious things on the other 2 days of the week so still only does a 3 day week and is under 40. before my father died he was a 4 day week.

UMm we are a family firm since 1959 my brother has 50 shares I have 25 and my OH 25 so 75% of the family have majority shares. Im a Director.

I would think it unlikely you can sell the shares on the open market there would be a shreholders agreement in place, the first offer of shares go to the existing shareholders.

We have a mixture of wages to divi's monthly plus the odd big divi when we need it. we all have firms cars, private medical, ect..

Business is business and the mistake a lot of families make is expecting all members of that family to agree that all members working or non working get the same shake!! it does not work that way. You could say your BIL does the work so he should get  majority of the funds?? are you working in the company? Votes are based on shares a Director has no power? but a majority share is what counts. Col & I can block Kev (not that we do) but Kev +1 can get what he wants and sometimes that is Kev + me, or Colin + Kev. But 99 out of 100 its all agreed at the boardroom table.

The accountant (firms) also works for you so you can ask them fot a full copy of management accounts?

He does not sound very nice so I do wish you luck.

I expect we have assumed that because its family things would be different and because the beliefs that my mother and sisters and thier husbands have would have also caused us to assume this.
No I dont work there just have 25% shares. I left 2.5 years ago.

We have tried talikng to accountants but they have told not to give us info and as soon as we phone they go and tell my BIL.

its all very sad and at the same time frustrating. My BIL seems to do things as punishment because we want to keep up to date with things and be interested in what we've been left. is this so wrong??

No you do have the right fornthe Directors to give you details of the company accounts in full not abbreviated. your Director has a DUTY OF CARE to protect shareholders interests. If I were you, I would with your other family shareholder consult a solicitor to get your Director to answer specific questions on the accounts.

Now that would really blow the family bit out of the water but business is business and if it was my money I would blow the consequences, but thats me so disreguard the above. trouble is the feelings tat this BIL is making you fell is blowing the family bit out of the water already!!

Good luck and PM me if I can help with asking our accountant anything as he is here doing the dreaded VAT soon!!