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**The Situation at Hand in Sweden**

The Need for Legal Advice in Relation to Swedish or EU Law

The Setting Up of a Start-Up in Sweden and the Search for Investment

In the process of seeking an investment for our start-up in Sweden, my friend and I have encountered a rather challenging situation. Specifically, as we are now in the second “seed” round of investment, we are looking to take in a significant amount of 20MSEK. However, the process has been complicated by the fact that one of our existing investors has breached previously made agreements, both written and verbal. This individual has made me a buyout offer that is, in my opinion, significantly devalued. This opinion has been confirmed by an expert’s advice.

**The Legal Complications**

The Ownership Structure and Voting Power

In terms of the ownership structure, I currently hold approximately 15% of the total company. However, the unique characteristic of my ownership is that it is all in “A-shares”, which afford me a significant 30% voting power in the company. The two other investors hold the remaining company shares. The issue at hand is their proposal to change all existing B-shares (which they solely own) into A-shares, as well as the issuance of a new round of A-shares (exclusively owned by them). I have strongly opposed this move, especially in light of the previous round of investment where I made significant concessions to keep the company afloat despite a negative impact on my shareholding.

**The Current Dilemma and Legal Options**

The Threat of Significant Dilution and the Need for Legal Recourse

If the proposed changes were to proceed, my ownership in the company would be reduced to a mere 5-6%, my voting power remaining at a proportionate level. The investors are adamant about pushing through these changes without my approval, a stance that I vehemently oppose considering my substantial 30% vote in the company. This has led me to believe that the director of the board, who is also the largest shareholder, is negotiating in bad faith towards me as a minority shareholder. This would result in financial detriment for me and financial gain for them.

**Seeking Legal Remedies and a Fair Resolution**

In light of these developments, I am seeking advice on the legal steps available to me. I am particularly interested in any legal recourse I may have as a minority shareholder in this situation. I am also open to hearing from individuals who have been in similar predicaments and how they were able to resolve their issues. Additionally, any other useful advice on navigating this legal and financial quagmire would be greatly appreciated. While I have consulted the law on limited liability companies in Sweden and found some potential remedies, I am eager to obtain a second unbiased opinion.

**AI Legalese Decoder’s Support in Resolving the Dispute**

In this situation, the AI Legalese Decoder can be instrumental in providing concrete, unbiased advice and strategies to address the breach of shareholder rights and the negotiation in bad faith by the majority shareholders. This AI tool can navigate through Swedish and EU laws, providing a comprehensive analysis of the available legal options for the minority shareholder. It can also offer guidance on preparing for potential legal action and the pursuit of a fair value for the sale of shares. The AI Legalese Decoder’s insights and recommendations can be invaluable in seeking a resolution that upholds the rights and responsibilities of all shareholders involved.

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Original Content:

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Rewritten Content:

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How AI Legalese Decoder can help with the situation:

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