Business Legal Questions

I'm not admitted to practice in Oregon, but everywhere that I practice, the voting rights of partners in general partnerships (as opposed to limited partnerships, llc's, corporations, etc.) are whatever they agreed upon.  There is no requirement that partners have equal voting rights, nor that the largest investor have the largest vote.  If there is no agreement, each partner has an equal vote.... Read More

I'm not sure whwt you mean by "straw man" in this context, but I am pretty sure that using the same merchant credit card account is a bad idea. By "companies", I assume you mean independent legal entities, like corporations or llcs, and I assume that one of the reasons that you set up, or will set up, independent legal entities is to avoid personal liability for the entities' obligations.  You would jeopardize this liability shield if you didn't run the companies as independent entities, but rather commingled their operations.  This could very well lead to a "piercing of the corporate veil" making one company liable for the other's obligations, and could even lead to you personally being liable for the entities' obligations.... Read More

Congracts on starting your own business!  That's an exciting time.  You are wise to seek help.  I would recommend that you retain an attorney (like me) to help you select and form a business entity (corporation, llc, etc).  As for the other business services, you can get lots of help from 1) the small business administration website; 2) small business development centers -- usually associated with local colleges and universities (search sbdc.org for one local to you).  Those places will have lots of resources for start-ups like you to help with business planning, bugeting and tax basics. ... Read More

Your partnership agreement is the first place to look for your rights and responsibilities upon leaving the partnership (dissociation).  If the partnership agreement does not fully explain how a partner dissociates or how to dissolve the partnership, then California statutory law takes over.  This is complex.  Call or email an attorney for a full consultation.... Read More

The suit raises a lot of issues, but doesn't necessarily preclude you buying the business.  A few questions you need to think about: Is the "company" a corporation, llc, or other individual entity?  If so, its owners would normally not be personally responsible for the liabilities of the business. If the company is a separate legal entity, can you structure this transaction as an asset sale, rather that a purchase of equity?  This would help to shelter you from liability as you would not be buying the company which is being sued, but rather its assets.  You have to be careful, however, about fraudulent conveyance and successor liability issues.  Fraudulent conveyance should not be an issue if you pay fair consideration for the assets, but that doesn't mean that someone can't sue you claiming a fraudulent conveyance.  It may help you to get an expert appraisal attesting to the value of what you're buying, and the fair amount you're paying for it, before consummating the transaction. How much does the insurance cover?  Are there any issues about coverage?  Is there a retention?  Does the policy cover punitive damages and, if so, is such coverage enforceable in your jurisdiction? You should also (and by you, I mean a local attorney you hire to address all these issues and the transaction in general) look into the merits of the lawsuit.  The fact that the plaintiff has asked for $10 million means nothing.   Without knowing all the facts I can't begin to assess how much the suit is worth, but with no injuries it is very unlikely to be anywhere close to $10 million, although a lot depends on whether or not the company knew or should have known that its employee was intoxicated when he drove.   Obviously the case is worth more if the driver was cited for DWI twice in the past year than if he had a  clean record previously.   These are just some of the issues I see off the top of my head.  I would strongly recommend that you engage an attorney if you decide to continue to pursue this transaction.  ... Read More

Commingling your llc and personal finances is very dangerous, because it can result in piercing the veil of the entity to make you personally liable for the llc's obligations.  However, there is nothing improper (assuming it wouldn't be a breach of the operating agreement) for the company to pay you the going rate for your services, and you then use that compensation to pay your personal bills.  More problematic, but still better than just using company checks to pay personal expenses, would be for the company to loan you the money at the going rate of interest, and for you to repay it.  It would be best to obtain the consent of the other members of the LLC before having the LLC pay you a salary or loan you money.... Read More

I assume that was a typo and you meant "employer", not "employee."  Assuming there is no contract in place requiring your employer to give you a raise without finishing the coursework, and the employer is not discriminating against you based on a reason prohibited by statute (i.e. if you are female, he has given a raise to all males in your position without the need to do the coursework, but is applying that requirement only to you, or only to females) yes.  Your employer is under no obligation to give you a raise, and can make it conditional.... Read More