--- title: 'Legal Strategy: Egan Ownership Dispute — Capital Contribution & Member Meeting' type: article created: '2026-04-05' updated: '2026-04-05' source_docs: - raw/2025-09-30-mtg-w-sam-wayne-90812079.md tags: - legal - ownership-dispute - asymmetric - llc - capital-contribution - member-meeting - egan - sam-wayne - business-dispute - arbitration - operating-agreement layer: 2 client_source: Asymmetric Marketing industry_context: b2b-services transferable: false --- ## Overview Strategy session between Mark Hope and attorney Sam Wayne (Wayne Law SC) on managing the ownership dispute with former business partner Egan. The meeting covered three interlocking moves: (1) reclassifying a January loan as a capital contribution to establish Mark's majority ownership, (2) calling a formal member meeting to ratify Egan's termination and vote to deny further capital contributions, and (3) monitoring for legal action from Egan's side while preparing for potential arbitration or mediation. **Attendees:** - Mark Hope (mark.hope@asymmetric.pro) — Asymmetric - Atty. Sam Wayne (samwayne@waynelawsc.com) — Wayne Law SC [external counsel] --- ## Key Decisions ### 1. Reclassify January Loan as Capital Contribution The $5,000 loan booked in January will be reclassified as a capital contribution, shifting Mark's ownership percentage above 50%. Key rationale: - The operating agreement contains **no explicit prohibition** on unilateral capital contributions by a member. - The statute (Ch. 183) and operating agreement both implicitly recognize that members may make capital contributions beyond initial funding, as ownership percentage is defined as a function of capital accounts. - The AI analysis of the operating agreement confirmed: *"There is no sentence that literally says you need consent to change ownership."* - Sam acknowledged the reclassification occurring post-termination is imperfect and could appear manipulative, but concluded it still adds a hurdle for Egan and costs Mark essentially nothing. **Decision:** Proceed with reclassification. Mark to confirm the exact date and amount of the January transaction. Sam to draft a letter on Asymmetric letterhead from Mark to himself acknowledging the capital contribution and stating the new ownership percentage. ### 2. Member Meeting Agenda Two agenda items only: 1. **Vote to deny further capital contributions** — prevents Egan from matching Mark's contribution and reclaiming 50/50 split. Requires only a majority vote under the operating agreement. 2. **Vote to ratify Egan's termination** — formalizes the termination already executed. Strong factual record supports this: Egan cleared his office, stopped working (empty calendar for August–September), returned his key via his father, and has not disputed the termination in writing. **Decision:** Schedule meeting for Tuesday at 9am at Sam's office, approximately two weeks out. Notice to go out this week. ### 3. Capital Contribution Letter Precedes Meeting; Egan Not Notified Until Meeting The letter acknowledging Mark's majority ownership will be prepared and held internally. Egan will not be informed of the ownership change until the meeting itself — at which point the vote to deny further contributions will already be on the agenda, preventing him from matching before the vote locks it in. --- ## Legal Considerations | Issue | Assessment | |---|---| | Authority to make unilateral capital contribution | Permissible — not prohibited by operating agreement or Ch. 183 statute | | Authority to call member meeting | Any member may call a meeting per operating agreement (p. 3) | | Meeting notice requirements | No statutory notice period for LLCs (unlike corporations); Sam recommends at least one week from receipt | | Egan postponing meeting indefinitely | Possible but constitutes bad faith; Sam will frame notice to require good-faith response within two weeks | | Injunction risk | No formal time limit, but courts require showing of immediate/irreparable harm — Egan's three-week silence weakens any urgency argument | | Statute of limitations | 6 years on breach of contract claims | | Mediator's likely focus | Buyout negotiation, not scrutiny of termination process; mediator will likely ask "what else was Mark supposed to do?" | | Fiduciary duty risk (future) | Distributions must remain pro-rata; performance bonuses paid as ownership interest are a viable long-term dilution strategy if justified by market-rate CEO compensation | --- ## Action Items - [ ] **Mark** — Confirm exact date and dollar amount of January transaction for reclassification - [ ] **Sam Wayne** — Draft meeting notice letter (proposed date: Tuesday 9am, ~2 weeks out; location: Sam's office; agenda: vote on capital contributions, ratify termination); send to Mark for review - [ ] **Sam Wayne** — After Mark's approval, email meeting notice to Egan; cc Mark - [ ] **Sam Wayne** — Draft letter on Asymmetric letterhead (Mark to himself) acknowledging capital contribution reclassification and stating new ownership percentage --- ## Egan's Current Status - **No contact** from Egan or any attorney since termination (~3 weeks prior to this meeting). - Mark provided Sam's contact details to Egan in the final buyout termination email; standard practice would be for opposing counsel to make contact — none has. - **LinkedIn signal:** A partner at Husch Blackwell (Jake Harris, commercial litigation) viewed Mark's profile ~4 days before this meeting; Egan viewed it ~6 days prior. Sam noted Jake Harris was involved in a significant trust collection error in another matter. Mark noted it may be coincidental (Asymmetric also operates a licensed PI agency that does work for law firms). - **Physical encounter:** Mark saw Egan crossing the street near Edgewood High School; received a "glaring look." No verbal contact. - **Theories on silence:** (a) Egan has given up; (b) Egan is waiting to collect distributions passively; (c) Egan/counsel is planning a filing. Sam assessed Egan's best legal outcome is likely acknowledgment of economic interest rights, not reinstatement — making early mediation toward a buyout the rational move for Egan's side. --- ## Background Context - Mark made two buyout offers to Egan: $360,000 over 3 years (declined — Egan demanded personal guarantees), then $300,000 with a deadline (deadline passed; Mark declared it final). - Egan's prior counsel was referred to as "her" — possibly a friend at Ascendium (Jenny Kruger, Deputy General Counsel) advising informally. - Mark contributed capital to Asymmetric six times over the past ~18 months, each time asking Egan to match; Egan declined each time citing inability to contribute. - Egan cleared his office, stopped attending work, and returned his key — Sam characterized this as a constructive resignation regardless of how the termination is labeled. --- ## Relevant Transcript Excerpts > **Sam Wayne:** "I don't see anything in here or in the statute that would prohibit a capital contribution by you or by Egan, but there, with your majority ownership, you can... make decisions as majority owner... but it has to be done at a meeting. And so at the meeting, we'll have you vote to deny any further capital contributions." > **Sam Wayne:** "Clearing his office out is probably the best fact that we have for this." > **Sam Wayne:** "I think any mediator, yes, if we end up going to mediation, the goal is going to be to get a buyout sorted, not to second guess the steps that you took in terminating his employment." > **Sam Wayne:** "There's no formal time limit for an injunction. There are statutes of limitations on claims. Breach of contract is six years. That said, a court will look at any injunction filing with common sense... if you wait months to file that, the court's going to say, what do you mean there's immediate harm?" --- ## Related - [[clients/current/asymmetric/_index]]