Question:  We are 50% owners with a shareholder who acquired his
shares contrary to our bylaws, lease, and NM statutes (they were given
to him by his uncle our landlord and we were denied the opportunity to
buy them by being threatened with having our lease canceled).  The
landlord bought out our previous partner (we were all 25%) threatening
to cancel our lease if we protested (I know we were stupid for
allowing this to occur).  However when buying the shares he stated
that he would not interfere with the operations of the business and
would be a “silent shareholder” This has changed since he gave his
shares to his nephew as stated above.  He has begun making demands for
dividends (despite the business still having debt we are still
personally liable for) and has retained an attorney and made demands
to access to all of our books, ledgers, payroll, contracts, and
everything related to the company.  We have been very careful not to
be fraudulent in any way and thus have no problems giving him what he
demands.  However we are looking to expand our business and cannot do
so without him signing on all loan apps that he refuses to do.  We
simply want to buy him out so we can move forward with growing our
business yet he has not responded to any of our requests where we
request that he make us an offer of what he would sell out for.  We
have also requested what he would buy our stock for with no response? 
We need resolution ASAP yet he refuses to budge.  What do we do to
find some resolution; we are willing to pay a premium to purchase his
shares that he received as a gift?

Second question which motivates the need for an answer to the above...
My father and I are building a new building to house our business.  It
will give us the space to expand in a direction that we are being
pushed by our customers.  Once completed we will lease it to the
current corp described above.  Problem is, is that despite a 27%
investment (cash) by us into the project all bankers we have spoken
with insist on having our company (the to be tenant) to sign on the
loan as well.  Since our problematic shareholder has repeatedly stated
that he refuses to sign on to any debt we are stuck and hence the
reason we need to buy him out.  This business is our livelihood but
more importantly our dream as opposed to our shareholder whose
intentions to hold on the stock aren't clear.  Advice or where we
should turn?  Thanks!