The letters also say that the CEO is sole director of the corporation, which might be relevant?

IANAL, but if the operating agreement is set up so that the CEO has a specific power, then the next layer up would be for the shareholders to amend the operating agreement. If the CEO and CTO are equal partners, neither would be able to obtain a majority vote and the operating agreement would stay as it is - assuming, of course, that the agreement requires a majority vote for amendment.

It sounds like the CEO de facto controls the company in this case, and can ignore the other shareholder at will. He could block communications with him and basically have a silent partner.

Sorry, I'm unfamiliar with with corprate structure - would that mean he's the only member of the board? In that case I suppose I see how he could be the one making demands, since the CTO with only a 50% share wouldn't be able to restructure the board to include himself.

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"refined" ie put in a place where you can control him explicitly

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Actually, the letter says "On the assumption that you have no wish to depart the Company, the elements of a CTO job description the Company considers important are set out in the attached proposed job description. We invite your comments on that draft." So without the contents of the attachment, we can't know what actions you're saying you expect of him.

Who's we here? The documents seem to imply that you have 50%, Daniel has 50%. Are you referring to yourself in plural?

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Who is 'we'? Don't be coy.

Why publicly name out real people who may not have any involvement in this issue whatsoever? What did they do to deserve that?

> Why publicly name out real people who may not have any involvement

He's claiming to speak for them as 'we'. They're either involved, or he's confabulating.

Which is it?