[pnut]

I was about to write something similar to this.

So someone with 40% of the company thinks the other guy with equivalent ownership isn't worth his share? What if that guy thinks the same thing about you?

The other guy apparently has employee loyalty, funding, and administrative controls on his side...

I am not at all convinced that the OP deserves sympathy for wanting to screw his business partner, and publicly soliciting strangers' advice on how to go about doing it.

If I were the other guy, I'd put this HN comment thread in the hands of my attorney and take my own case to the board. Sounds like the jig is up for this partnership, take it out back and put it down.