Binh Dang, the co-founder and former president of LendingQB, is seeking a court to force MeridianLink, the loan origination system's parent company, to dissolve.
Dang owns 249,999 shares of MeridianLink while QBSolutions Group, which Dang is listed as the president, owns one share. Between them, they control 50% of the voting power of MeridianLink, claims the petition, which was filed on July 21 in California superior court in Orange County. Prior to his resignation, Dang held the CEO title at MeridianLink.
Under California law the owners of 50% of a company's voting power can force it to wind down its operations and dissolve upon filing of the appropriate notices, Dang said in the petition.
"Whereas, it is in the best interests of MeridianLink Inc., and its shareholders that the company be dissolved and its affairs wound up," according to a document signed by Dang on July 13 that was included as an exhibit with the petition. "Resolved that MeridianLink Inc. hereby elects voluntarily to wind up and dissolve by this action of shareholders."
When reached by phone Tuesday, Dang declined to comment on the legal proceedings or explain why he is seeking to dissolve MeridianLink.
MeridianLink has not yet filed a response to the petition.
"The board of directors of MeridianLink is working to resolve the legal dispute as quickly as possible and is comfortable that all parties will reach an acceptable resolution for all involved. While we would have preferred avoiding this legal action, the proceeding provides a structured and streamlined process of settling Mr. Dang’s dispute while allowing the operations of the company to continue," the company said in an emailed statement.
During a July 19 conference call, attorneys for MeridianLink and the other shareholders in the company said the company has not begun winding up operations, does not wish to wind up operations and has no intention of winding up operations, Dang's petition to dissolve the company said.
The petition is the latest legal salvo in what has become a nasty relationship between Dang and his former partners at MeridianLink, Tim Nguyen, Jem Nguyen, Ben Nguyen and Apichat Treerojporn.
Dang resigned as LendingQB's president in October and he was replaced by Tim Nguyen, the co-founder and chief technology officer of MeridianLink. Dang remained on MeridianLink's board until Dec. 22, according to court documents.
The legal battles started in December. MeridianLink and the other executives sued Dang in Los Angeles County Superior Court on Dec. 21, seeking an order setting terms for how proprietary company information should be shared with, and handled by Dang. MeridianLink dismissed that case in April.
In March, Dang went to the Orange County Superior Court seeking an order to force MeridianLink to turn over financial documents and other internal communications in order for Dang to "determine the value of his shares…and/or determine whether to sell his interests" in the company.
In its response to Dang's petition, MeridianLink included an email it claims Dang wrote at the time of his resignation to demonstrate there was a significant difference in values between Dang and the other MeridianLink executives.
Dang sold QBSolutions Group one share of MeridianLink for $700 on Feb. 21, MeridianLink claimed in its response. That sale changed MeridianLink from the more tax-favorable "S" corporation status to a "C" corporation, causing the company and its shareholders to incur higher tax obligations, MeridianLink alleged. The matter is still pending in court.
The company now known as MeridianLink was founded in 2000. LendingQB, once called Lender’s Office, was initially released in 2003, followed by PriceMyLoan the following year. The rebranded LendingQB was relaunched in 2011.
The $700 per-share price cited in court documents would value MeridianLink at approximately $350 million. By comparison, the publicly traded mortgage technology vendors Ellie Mae and Black Knight Financial Services have market capitalizations of about $4 billion and $6.65 billion, respectively. DH Corp. acquired mortgage technology vendors Mortgagebot for $232 million in 2011 and Avista Solutions for $40 million in 2012, as well as core banking software company Harland Financial Solutions for $1.2 billion in 2013. DH Corp was acquired by Vista Equity Partners for $4.8 billion earlier this year.