Inappropriate behaviour.

[Heronsnest]

Name changed for this.
It’s complicated. I moved out of our home/business premises 2 years ago. I’m still very much involved with the business and an equal shareholder. I left for the usual reasons - affairs, disrespectful behaviour etc. There is a massive backstory regarding his past behaviour but it’s not really relevant to this post.There is absolutely no way either of us could buy the other partner out. The business has been established for 30 yrs+ but there are no assets to sell or any other way really to split the company. I don’t want the business to fold. Too many other people, including other family members rely on us for their income.
We are not divorced yet. I’d hoped we could work amicably and have a reasonably civil relationship going forward.
Unfortunately since I left (D)H has had a number of inappropriate ‘friendships’ with some of our lady staff members. He has no boundaries and I know about over-familiar text messages, arrangements to meet up for ‘dates’, touching bottoms, ridiculous flirting, the list goes on. He is 65 for goodness sake and old enough to know better. He’s lucky he hasn’t been landed with a sexual harassment charge to be honest.
He thinks I’m jealous. I’m really, really not. Nothing would please me more if he was to find someone to date/be with outside of the business.
His latest fling is with our manager and I’m devastated. She is 40 and has been with her partner for a number of years. I trusted her and now I feel betrayed and worried. She’s seen him at his worst! I don’t understand how, why - she is bright and independent - he can’t cook a meal or wash his own clothes.
I’ve told him how unhappy I am. I know his relationships are none of my business but when word gets out about this (it will) the other staff are going to lose all respect for the manager and he will be unbearable to be around. He is stringing another lady staff member along and she has done all manner of ‘favours’ for him, I can’t begin to think what her reaction will be. He is vile when he is criticised - a complete narcissist. Our children are on the other side of the world. I have a close, loving relationship with them. Neither have spoke to their father for over 3 years.
What with COVID, my underlying health issues and all this. I’m exhausted and don’t know what to do. Sorry this was so long.

Oh yikes. I don’t have any experience of this but didn’t want to read and run. It sounds like an awful situation.

Have you talked to your bank or any business advisors about whether you could get a loan or any capital (from investors?) to buy him out?

I don’t know what age you are but is retirement an option?

I know you feel responsible for everyone else but it’s his behaviour that’s threatening the company. It’s surely just a matter of time before someone takes a sexual harassment case against him.

For your own sanity, it sounds like you need to walk away from the business, tbh. I don't really understand how it's too expensive to buy each other out, yet has no assets to split?

Perhaps you should look to force a sale of the business?

He's not going to listen to you.

For years we piled everything we had into the business, so no massive pension to fall back on unfortunately. I’m six years away from state pension age.
Forcing a sale is one option, but in the current climate I’m not sure that’s the best way to go.
Rainallnight - you almost quoted what I said to him. It won’t be COVID that finishes the business, it will be him.

What's your shareholding OP? How many Directors are there? If it's more than 50% to you (or you plus your side) then he can be removed from the business assuming you are a director.

This is more than enough grounds to vote someone off a board and it's a simple enough procedure if you have a solicitor.

Either that or you use this business to start a new one in competition. You can't dissolve it on your own unless you have 75% of the shares but you can use its resources, hire it's staff, contact it's customers etc. Essentially you're starting again without the massive legal liability of your ex and his wage bill.

And if you start a new one you would remove yourself as a director from the current one so you had no liability. If it's something that's not manufacturing based and is mostly about staff and contracts with a premises then it's doable.

I am v impressed by @Vodkacranberryplease’s knowledge 👏

you need professional advice on getting him out (a coup of sorts) it is the best time to buy him out remember he is of retirement age so no future earnings to take into account etc. And if no assets how do you value - on projected sales, you need to separate the business from him as well as your life. Can't honestly say I think much of your staff either

We each have a 45% share, with another family member holding 10% Vodka
I need to see a solicitor to discuss my options don’t I. Not least because I don’t want the company facing a massive legal bill when his latest dalliance goes pear shaped. Which it will I suspect when she finally realises he wants a cook, nurse and bottle washer! He’s old enough to be her father for goodness sake.

OP - you only have a few years to hang on till your pension.
Can you not try to focus on something else and not be anxious about something you can’t control; and that isn’t your doing anyway?
The 40yo manager is an adult. She didn’t betray you in any way. She knows what he is like and decided for herself to act on it. You don’t need to understand really.
If he has been like this for years - it’s clear that he has a reputation and all the women involved are aware.
So - can you try to stop worrying about him and focus on your own life. Try dating to take your mind off it, maybe?

You definitely need to take legal advice; if a sexual harassment charge is made against him you will all go under

How can these women be so stupid? What on earth do they see in a man like this. I'll never understand it.

Ok would the family member vote with you OP? That's the million dollar question. I've just recently got rid of an abusive business partner - I tried getting Another Director in first but in the end we got rid of the business partner as a director after the other guy spent some time with him and realised the extent of the problem.

Your ex will destroy the business. So it's either you or him - and if you remove him as a director he can still work there but you can control him. Eg fire him for this. Or he will leave because he has no power.

But you must get that third shareholder on board and then you call a shareholders meeting and all 3 attend. If you are planning on removing him as a director at that meeting it's 30 calendar days notice and you have to say why you are calling the meeting. Then you bite (get a fourth in to minute it) he has the right of reply but the vote itself is simple.

Then you take him off companies house online as a director, email the results of the vote to confirm.

If the third person is one of your children or a relative of his then they won't vote him out unless they see it first hand - and you would want an iron clad agreement they would be willing to do it.

He would still have his shares and you could not dissolve the business without his agreement. So you would need to be paid by ssll l sry instead of dividends apart from the dividends you are happy to give him.

Paid by salary!

Anyway I now have control of the business and am not paying him a penny - he nearly destroyed it in that time before he was voted out. He's lucky I haven't sued him. So I will be looking at other company structures but that will need my solicitor and accountant - both of whom are on board. Because he's such a dishonest prick.

@Rainallnight haha trust me I gained it the hard way!!! 😁 but it is UK law and completely up to date. I had an exceptional solicitor - will PM you his details OP. He sang a high flying corporate guy he's just very very very experienced and is also a mediator. This is exactly the kind of thing he specialises in,

Wow Vodka thank you so much. The other shareholder is a close family member and has experienced first hand the toxicity of (D)H. I think they may support me, I will see them next week and sound them out. You've actually given me some hope. I'm so grateful.

madcatladyforever I just don't know what the attraction is! Obviously I fell for his charms (40 years ago and I swear he had more redeeming qualities then!).

That's great! So before you talk to them research 'grounds for removing a company director UK' because they need to be 100% on side if they lose their nerve or could be talked out of it by other family members it's a disaster.

As it happens I didn't need to 'prove' anything (though I could have) but I had to be clear why I was doing it in the meeting.

I would strongly suggest you plan carefully before you servit's imperative he not gave control over the company finances, bank accounts etc - make sure EVERYTHING including employment contracts, contracts to buy anything etc have to be signed by both parties. Make sure re on top of all HMRC stuff, payroll, pensions the lot.

Because the second you give him that months notice it will be a bloodbath! You will need to be in the office all the time.

And then you will be running the show and I'm guessing the manager won't be happy!

I lost some staff but not many - and after the first 3 months of 😮😮😮 realised I could do it on my own without him and he some staff help out a lot. Now hiring new ones who are lovely.., and have never met him!