Hello SF community,

I’m in the process of acquiring a company with four equal owners. In our most recent revision of the purchase agreement, three of the four owners have agreed to the terms, while the fourth is abstaining and may dissent at closing. This is structured as a stock purchase. The company’s corporate bylaws specify that the transaction can proceed with majority approval.

Has anyone navigated a closing under similar circumstances? What are the potential risks of future litigation from the abstaining/dissenting owner? Are there proactive steps we can take to protect the company from such legal challenges?

I’d greatly appreciate any insights, advice, or experiences you can share. Thank you!