XPost: aus.legal, misc.legal   
   From: water-birds@sea.somewhere.org.ir   
      
    wrote in message news:n57huj$qns$1@dont-email.me...   
   >> "Unknown"  wrote in message   
   >   
   >>> Commonly, disputes in a small family held company, are resolved by a   
   >>> winding-up order.   
   >>>   
   >>> Surely it's not for the majority controllers to do their own   
   >>> winding-up, and transfer the assets to their own back-pocket company.   
   >>>   
   >>> I would expect the winding up to be controlled/supervised by the state;   
   >>> like a will is executed in a controlled manner.   
   >>   
   >> The execution of a will, and the administration of a will, is not   
   >> controlled/supervised by the state.  It's a private matter,   
   >> controlled/supervised by those properly entitled to the estate and by   
   >> the executor.  There is one step, probate, where the state is involved,   
   >> but it's not mandatory in the sense that it is required by law.  A court   
   >> used to do probate, but it's now done by the executive government.  All   
   >> it means is that an independent authority says that it looks like the   
   >> will was duly executed, with certain legal consequences for the   
   >> subsequent administration of the estate.  There is no further control or   
   >> supervision by the probate authority.  Any dispute between the parties   
   >> involved can be raised in a court in the usual way.   
   >>   
   >>> How does it work?   
   >>> Eg. to ensure that the major assets are sold at market related prices   
   >>> and the residual is distributed to the shareholders pro-rata.   
   >>   
   >> A winding-up order can be sought from the court to resolve a dispute in   
   >> a small family held company.  It is used where the dispute (a private   
   >> matter) can't be resolved between the parties by negotiation.  The court   
   >> will manage the winding-up.   
   >   
   > How will the court "manage the winding-up"?   
   > Where is the applicable legislation/rules, that I can read?   
   > The matter originates from a step child conflict, where the majority tried   
   > to force the 20% holder to sell his shares at 16% of the 2010   
   > auction-tested price: an office building property.   
   >   
   > Now the 80% 4 siblings say "we're selling the property, but not the   
   > company   
   > [with an arrangement to keep mamaging it, for 1 year] don't worry, you'll   
   > get your 20% of the price".   
   >   
   > What's to stop them from selling the property to their own separate   
   > company,   
   > at a below market price?   
      
   Answers to your questions were provided in uk.legal.moderated.  You need   
   professional advice.   
      
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