Business Legal Questions

There is nothing inherently illegal or improper about this structure, and it is not uncommon.  Obviously the structure can be abused to commit all sorts of shenanigans like tax fraud or fraud on creditors (for example, if the owner company paid a higher than market fee to the management company in order to shift assets out of the reach of creditors of the owner company, that would be fraud), but as long as your boss is careful to run all three entities on the up and up, there should be no problem.... Read More

The rights of the shareholders would be set forth in a shareholders' agreement, which might provide, for example, that the majority owners have the right to buy you out for a set price.  Absent a contractual provision allowing it, the other owners cannot simply confiscate your ownership interest.  Of course, a 5% ownership interest only entitles you (again absent a contrary contract) to a pro rata share of distributions.  It doesn't entitle you to be employed by the company or to have a say in the company's management.... Read More

You will need to amend the operating agreement to reflect the change.  But he will need to agree to that assuming he is a 50% owner.  Are you expecting to be paid for your interest in the company?  If so, the question is how much you'd like to be paid and will he pay it? If not, then the request should be easier assuming you are willing to bear the cost of amending the operating agreement. Feel free to contact me if you'd like to consider engaging my services to help you accomplish your legal needs.   Best, Lou Russo Russo Law LLC www.russolaw-llc.com lrusso@russolaw-llc.com 929-262-1101... Read More

In order to answer this question,  I need to know exactly when the judgment was acquired. I need to know if you own any real property, keep any money in the bank, and/or get paid salary or paychecks.  If there is a judgment, it stands to reason that an attorney will try and execute on it by way of garnishment of pay or liening property or executing on bank accounts.  However, it is possible they dropped the ball and may have passed the statute of limitations.  Please feel to contact us for more information. 203.870.6700... Read More

You obviously know that the owners of an llc are normally not liable for the llc's obligations, but I share your concern that in this case,w here liability would accrue due to the actions of the llc's sole employee who is alos one of its two owners, the veil of the llc could be pierced.  An affidaVit will do nothing to alleviate this risk.  A contract limiting liability and assuming any risk from not having a licensed professional working may help any ultimate liability issues, but I doubt will help you get insurance because (at least in the jurisdictions in which I practice) you cannot contractually (or in any other way) disclaim liability for intentional or reckless conduct, only for negligence. ... Read More

What does your contract say?  On your ticket or somewhere in the paperwork (which could be electronic) the terms under which you are urchasing the ticket will be set forth, probably including something like the venue reserving the right to banish anyone who, in its judgment, is being disruptive without providing any refund, or something of that nature.... Read More

The answer to your question depends on the nature of your relationship with your current employer.  Do you have any sort of contract (including an oral one) with your current employer which limits your right to compete with it?  Are you using any sort of confidential information belonging to your employer (for example, is their pricing structure and/or customer list confidential) to try to poach the client?  If the answer to both of these questions is no, there should be no reason why you can't try to "steal" the client.  Of course, if you try and are not successful, you will almost certainly be fired.... Read More

Did you companion say why he can only be removed from the business in January?  There's nothing inherent in the nature of a  business that prevents owners or employees from being removed at any time, but there may be something in the particular paperwork for your business which would.   For example, does he have an employment contract which runs out in January?  Is your business a corporation and your companion is a director (or a manager, if your business is an LLC) whose term is up in January?  Has he guaranteed to any third party, such as a landlord or lender, that he will be affiliated with the business and that guaranty is up in January?  Do the two of you have a contract relating to the business that provides that a change in management and/or ownership can only take place in January?  In sum, I doubt that there is any reason why your companion cannot be removed consensually at any time, but there could be some reason particular to your business why not.  You need to know why he claims that he can only be removed in January.... Read More

I admire your optimism, and I hope that your prediction that your business will produce over $200,000 of annual income in a few years comes true.  Whether your business is an S or a C corporation,you can sell it through an asset sale or a stock sale, whichever structure works better.  Often the buyer prefers an asset sale where the corporation has significant obligations, as the new owner doesn;t want to be responsible for those obligations.... Read More

You'd need to look at your contract with the vendor to see if they've agreed to indmenify you for any of your stated losses.  In any event, you shoudl at minimu havea  breach of contract cliam.  Whether you want to pursue that depends upon what you concrete damages presently are and whether there are any limitaitons in the contract about how much the vendor can be liable for.  In any event, a strongly worded demand letter may get them to straighten up their act or would bea precursor for the lawsuit you'd need to file against the vendor (assuming the contract doenst require arbitration.     I'd be appy to take a look at the contract.  Feel free to contact me with any questions. Lou Russo www.russolaw-llc.com 929-262-1101  ... Read More

Yes.  Absent a contract limiting an employer’s right to terminate someone’s employment, an employee can be fired for any reason not prohibited by statute (e.g. race, nationalit, age).  The good news is that saying someone is acting like a dick is a statement of opinion, not fact, and thus not actionable as defamation. ... Read More

You should consult a business attorney. The answer to your question depends on the facts, including what agreements were entered into between you and your partner prior to the formation of the LLP and after. The short answer is that exiting the LLP can happen, the longer answer is that exiting may or may not be in your interest depending on other factors you may not have considered yet.... Read More

An LLC and a C-corp offer different benefits to the owners of the entity. You should consult a business attorney, if only briefly, to review your personal and business goals, tax strategies, business size, number of investors, and other information. That discussion will help the attorney to assist you in deciding which entity type is right for you and your business.... Read More

The short answer is yes, but of course it depends on how big of a transaction it is.  An experienced attorney will no doubt spot issues and potential problems that you may not (it's not only what is in the agreement, but what isn't, and specifically what contingencies have not been proved for), but will cost money.  Doing it without an attorney is a risk, but, depending on the size of the transaction, you may feel the risk is worth it.... Read More