This strategy is extremely dangerous. You owe a fiduciary duty to your minority shareholder, which means that you cannot co-opt a corporate opportunity for yourself.
If the minority shareholder has not fulfilled a contract, then they can be sued for breach. Resorting to "self help" in the manner you describe is extremely risky.
You should probably contact a lawyer to help you with this situation. It may be that the breach of contract claim can be settled, and that the settlement include a transfer of stock. Without careful analysis of the situation, however, I can only say that this is theoretically possible.
Intracorporate disputes also must be carefully managed, so that they do not destroy the business. You must be careful here.
As my colleague notes, this can be problematic.
I would discuss this over with a lawyer in private so all the facts and circumstances can be fleshed out and a best course of action can be reached.
Most of us here, including myself, offer a free phone consult so I would take advantage of that.
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This is a corporation question. You do have a fiduciary duty and a duty of loyalty to the minority shareholders. I would advise against this plan.
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