California Business Legal Questions

An S corporation is like any other corporation. S refers to tax treatment, and is an alternative to the default designation, which is a C corporation. You should not give away stock without much more consideration. The decision to give or sell, from the corporation or yourself, is best taken in conjunction with your CPA and a lawyer that you will use not just now but from time to time throughout the life of the buisness. You really need a buy-sell agreement to create a market in the event that one of you dies, becomes permanently disabled or wants to retire. Off the shelf bylaws won't be enough  and a management agreement, no matter how informal will help you a lot.  There are a lot of other questions, like why you seem to have "par value" stock of $1 when the rest of the world uses "no par value" stock. Your background in dealing with the corporate formalities is not so clear. Good luck in you new business. ... Read Answer

Your major concerns are (1) defamation, and (2) some type of business tort, such as unfair competition, interference with prospective business advantage, etc. Defamation cannot be based on opinion. By clearing identifying your product reviews as opinions, you are probably safe for favorable and non-favorable reviews. Of course, one cannot "bless" what one has not seen, and certain close judgment calls might justify running it by an attorney. Busiess torts are far less likely. They tend to arise when the test proceeding are "fixed" like trying 10 times to tip a SUV on sharp cornering until you finally get it to tip by going in exces of legal speed limits. If you don't fix the results, you exposure is probably very limited. Again, each factual situation my have a different analysis, and that's why newspapers and television stations have attorneys on their staff. ... Read Answer

Manufacturers are normally allowed to determine and dictate their own terms of distribution and not to sell to those outside their chain of distribution. Your detailed account probably merits an interview with an experienced business litigator to evaluate the facts. There are potential unfair competition and antitrust issues involved that don't lend themselves to a generalized analysis on a public forum. ... Read Answer

It all depends on the stucture of the business and whether there are restrictions for transferring ownership. Most small companies have limitations on who the owners can sell a portion of their interest to, so your girlfriend may be restricted from tranferring a portion of her interest, consistent with what you invested, to you without getting the consent of the other owners. I would need to know more about the specifics of the business to answer the question more definititely. Thanks,Jon... Read Answer

If you mean your corporation is suspended and therefore cannot convey real estate, then you must catch up on our minimum franchise taxes so the corporation may legally act. I understand this may put you into a vicious circle, can't afford to reinstate unless you get the money from the sale. Maybe a real estate broker can make you a loan and be repaid from escrow. ... Read Answer

Hard to tell what kind of settlement you mean. Does it mean "severance pay" at the end of your employment. Unless provided for by contract there is no legal obligation to pay any severance pay and it is a business decision by each company.  Threatening to go to the police unless you receive (a higher) payment would well be construed as extortion, a criminal offense. Be very, very careful or don't do it unless and until you confer with an attorney. ... Read Answer

You can transfer the existing assets of your company to the new entity through by way of assignments. I would certainly suggest that you do this with the assistance of an attorney to ensure that you do it properly and to make sure that you do not breach any of the other agreements that the LLC has signed. The process would be relatively simple and inexpensive. Thanks, Jon... Read Answer

Large banks don't do collection work and don't call you 10 times a day. This all appears to be a scam and a violation of the Fair Debt Collection Practices Act. Next time they call, tell them you want to talk to them and that they should stay on the line. Tell them you got authorization from you local phone company and police department for a "telephone tap" and you want to make sure there is enough time to get their phone number. Ask them where they are in the country and how the weather is. I suspect they will hang up and not call back.... Read Answer

Your husband definitely has rights as the minority owner of a business and his partner, as majority owner, owes your husband a fiduciary duty. The situation definitely appears to be a bit too complicated to provide you with a meaningful answer beyond that without first reviewing any relevant documents memorializing their business relationship and hearing more of the factual background. Feel free to contact me directly should you want to look deeper into this matter. Thanks,Jon... Read Answer

If the employee was not a shareholder, director or officer of Company 1, he probably can set up a competing business. Trade Secrets have a technical legal meaning more complex than the "plain English" meaning. There may be some legal theory under which Company 1 could prevail, but it would require an in depth interview to discover.... Read Answer

LTD does not give a lawyer enough information to answer your question. A corporation can end with the term LTD or Limited, and the method for transferring shares is different than transferring percentages of a LImited Liability Company. You may even be thinking of a Limited Partnership, so as you can see, hard to determine with additional precision on your part.  Transferring securities can be simple, or complicated, but here are numerous other issues if it is not an "all cash" deal and other issues depending on whether it is preferable to sell the assets instead of the securities. Good luck.... Read Answer

A USPTO search may  not be enough. The standard is likelihood of confusion in the consuming market. Different attorneys have different experience and interpretations of this standard. Complete originality is better than trying to get by on a technicality. The cost of potential litigation is one good reason. ... Read Answer

Calfiornia is an at-will employment state (unless you belong to a union or have a written contract that provides otherwise) and you can be fired for a reson or for no reason. You cannot be fired for belonging to a protected class, e.g. race, religion, etc. If you can be fired, you can be changed from hourly to salary and if you don't like it you can quit or be fired. ... Read Answer

If your brother's company has a physical presence in California (warehouse, bank account, offices) he must register as a "foreign" corporation doing business in this state.  You could have a joint venture (partnership) relationship between the two companies. Many of your questions are business, not legal, and you should be sure that you have a CPA to advise you for taxes and for many other reasons. Using a lawyer experienced in the garment business will probably help you in the short and long run. ... Read Answer