California Corporate Legal Questions

Employment (salary) and ownership are totally independent. Salary should be exactly what it would cost to hire a complete stranger to do the same job, and if any "owner' cannot perform as well as a stranger, there should be  a provision in a contract or shareholders agreement providing that the employee/owner can be fired, while still retaining an ownership interst.  If your salaries are identical to the percentage of stock ownership, the IRS may argue that a part of the salary is really a "disguised dividend" and dividends, unlike salary, are not tax deductions to the corporation. ... Read Answer

I have practiced international trade and business law for 40 years. My comtacts are doland@dolandlaw.com and 310-478-1000. If "everything" is outside of the US, the reason for wanting a US entity is unclear. If there will be some presence in the US, then a Delaware corporation (or LLC) may be a waste of money if there will be employees/independent contractors and/or bank accounts in a different state. ... Read Answer

Your employer owns all the code you wrote or used while on the job. Who owns the code and changes you made while working on your own, not at their premises, not on their server, will depend on details in the language of your employment agreement and any non-disclosure agreement you signed. The details of that language might not mean what you think. For example, commas, where they are placed and the absence of commas, have legal significance. You need to have an attorney examine your contracts. The nature and character of the changes and additions you have made, might make a difference. In general, they belong to whoever owns the applications you were working on, but there are lots and lots of exceptions and variations to that rule. Again, you will need an attorney to go over what you have produced. If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business. Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need.   Dana Sack... Read Answer

This is not a legal question. How much you can restrict access to parts of the HRIS system from even the IT people, depends on how the HIRS system is set up. There are lots of jobs IT does which do not require access to the actual data in the databaase, and they can see what the results look like by applying the system to sample test entries in the database. That would involve have different levels Admnistrators and Administrator rights. Some Administrators would need to have unrestricted rights, in order to check and fix problems in individual data entries in the database, but not everyone in IT. For example, a tech implementing an update, a patch, or creating a new user-interface screen, would not need to have access to the actual data in the database to perform those jobs, but someone at some point in that process would need to run that new system on the real data in the database to make sure it works. Usually, you want that to be the same person. If you don't trust your IT people, replace them. If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business. Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need. Dana Sack      ... Read Answer

The restaurant is responsible for the repairs to your car. Under the doctrine of respondeat superior, an employer is liable for injuries caused by his employees while on the job. That rule does not apply to independent contractors, but even if Benihana and the parking person called him an independent contractor, the law will treat him as an employee for this purpose. Standard procedure in this kind of case is for you to report this to your auto insurance company, and it will fix your car and get the money back from Benihana's insurance. Since you were not at fault, you should not pay any deductible. If your insurance company requires you to pay any deductible, then you should sue Benihana in small claims court, send a copy of the lawsuit to your local newspaper and television stations, and next time your insurance comes up for renewal, change companies. If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business. Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need. Dana Sack    ... Read Answer

You are going to need to meet with an attorney with experience with both dealing with HOAs and with dealing with lawsuits over home purchase contracts. You have the right to Internal Dispute Resolution with the HOA Board. If that does not work, then you have the right to Alternative Dispute Resolution. This could be either mediation or arbitration. You should have an attorney assist you with all 3 of these procedures. You should have discovered these problems during your inspections before you waived the contingencies under the contract. You may have claims against the seller and even the real estate agent and broker. You might even have the right to rescind the sale, give the home back and get your money back. If the situation is bad enough that you might want to do that, then you really need a lawyer, both for that and the HOA problems. Dana  ... Read Answer

If you sue the company here, you will have to come here for the trial, if there is one. Most cases settled. The other side can also force you to come out here for your deposition and for a mediation or settlement conference. We can ask the other side to do your deposition by phone, but they don't have to agree. Another strategy would be to sue them in Canada. That's where you did the work, and that's where they paid you. They probably will not defend. You'll get a judgment. Then I can try to get a local court here to enforce the judgment. The other side will object that it should have been sued here. However, if you win, then you will have avoided all of the expense of actually litigating the case, including traveling here for your deposition, a mediation or settlement conference, and the actual trial. Do you have a written contract with the California company? Does it say that California law will control or that disputes must be decided in California? If so, then your chances of getting a California court to enforce the Canadian judgment will be less than 50%. Dana Sack... Read Answer

Why are you concerned about liability for this corporation? What's really going on? You will still be liable for any obligations you guaranteed? You will still be liable for any debts you signed without mentioning the company. You will still be liable for any wrongful acts you committed yourself. Did you adequately capitalize the company when it was started? Have you held regular board meetings and shareholder meetings? Have you written minutes of all those meetings? Have you kept personal expenses and payments completely and entirely separate from company expenses and payments? Have you taken money from the company in excess of its earnings and profits? If you have done any of these things, a creditor might be able to impose personal liability on you. You need to review what's going on with an attorney. If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business. Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need. Dana Sack    ... Read Answer

You want to try to avoid litigation which is inherently "win-lose" in favor or mediation which is a non-binding, non-mandatory procedure that tries to find a "win-win" out of a bad situation. Demanding and threatening won't get it done. Learning that being equally unhappy (not equally happy) is what the road out of your mess looks like. ... Read Answer

I just settled cases like that for a database engineer in Texas and another in Pennsylvania. This new paradigm of big companies out-sourcing their workers and then not putting any pressure on the contractors when they don't pay the people who did the actual work for the big company, is getting too common. It's disgusting.  Those last two I did, cost about $30,000.00 in legal fees before we got the case to the point where it could be settled. I have handled several lawsuits in Santa Clara. The court allows lawyers to appear by phone for most meetings, until trial and one a couple of weeks before trial. They might make you come out here for your deposition. Sometimes the other side will agree to a deposition by phone, and sometimes the court will order it, but in theory, the other side's lawyer is entitled to take your deposition here and in person. We can arrange for it to be near the airport, so that you might be able to fly in and fly out the same day. Depends on airline schedules. If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business. Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need. Dana Sack      ... Read Answer

We can give you some advice and answer questions regarding legal issues. We would not know the "going rate" for severance packages for different job descriptions in different industries.  Unless you have a contract which specifies severance terms, most American employees are engaged at-will. That means they can be fired at any time, with or without cause, and with no right to any severance compensation. Two weeks notice of termination is customary for many jobs. Many employers will pay that rather than have a fired employee hanging around for another two weeks. But there is no law requiring even two weeks notice. On the other hand, if you have a potential claim for wrongful termination, such as for whistle-blowing, refusing to participate in unlawful activity or unlawful discrimination, then your severance package will be a settlement of those claims. A lawyer will need to determine what your claim is worth and the likelihood of successs, before advising you on your severance claim. If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business. Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need.   Dana Sack... Read Answer

Every day, people come to me with stories. Usually there are questions or problems in need of answers associated with those stories. It is rewarding to be able to provide those answers or solutions, but a large part of what keeps it from being boring or oppressive is the stories.  Reading judicial precedents is more stories. We study them for their value in describing the legal principles, but each case is a story. It starts with a description of the facts, then a description of the applicable law, and finally it describes how the law applies to those facts. For each decision, those facts were one of the most important events in the lives of the two sides, and you are reading those stories. I can still recall the very first cases in law school, over 40 years ago, Hadley v. Baxendale and another about sailors in a liferaft who kill and eat one of their shipmates. I have written 3 novels which include stories I have heard over the years, embelished and exagerated for dramatic effect. Two of them are available on Amazon. Most lawyers don't make a lot of money, and automation is taking its toll, but I still love my job. Dana  ... Read Answer

How was your son "defamed" for having two cell phones? Lots of people have two. There are lots of good reasons for someone to have two. The civil law system does not punish people for bad conduct. It compensates people for the their injuries caused by the bad conduct of others. How has your son been harmed? Has he lost a job opportunity, promotion or raise? Has he lost any bushiness? If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business. Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need. Dana Sack... Read Answer

Every two years, there is a window of time when the Statement of Information can be filed electronically. The rest of the time, updated Statements of Information must be filed either by mail or over-the-counter. We usually use a service in Sacramento to do them over-the-counter, so that if the SOS clerk finds any errors, the service can call me and correct them at the counter, and so that we get the endorsed-filed copy back faster. Yes, anyone can file a new Statement of Information. The SOS does not check that the person submitting is an actual officer.  I suggest you file a new Statement of Information updating your current officers and directors, and check the SOS webstie every couple of days for a while, to make sure your ex-officer has not made her own filing. If you appreciate this free advice, please refer us to your friends and associates who need legal assistance. Referrals are still our best source of new business. Dana Sack  ... Read Answer

If any of the property of the corporation is real estate, then you should have a real estate attorney review the documents, especially the guaranty. The interplay of California's anti-deficiency laws and the common law subrogation rights of guarantors, have some unexpected consequences and require language in the guaranty which is unique to California. Dana Sack  ... Read Answer