Corporate Legal Questions

If you expose the fraudulent conduct of your former employer, you may face former employer may sue you for defamation.  Truth is always a defense to defamation, but you still may face a lawsuit until you prove in court the truth of your claim. You should check your retirement pension or payment plan for any clauses that may cause you to lose your retirement payments if you expose your former employer of fraudulent conduct without proof of the truth of your claim.... Read More

If you violate a protective order, you may be held in contempt of court.  For an egregious case, the court could order jail time and dismiss your case or your defense.   In most cases, however, if it involves an individual without counsel, you will be given a tongue-lashing and that is all.   If the violation causes money damages to the other party, you may face a civil suit for damages. ... Read More

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 More

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 More

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 More

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 More

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 More

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 More

You may find an education law center in your area -- that would be one place to look.  This isn't my area of expertise but options that come to mind are:  1) contact the Pa Dept of Education and file a complaint; 2) ask the Dept if they have a transcript of your school records; 3) file a Right to Know request with your school district for your school records.  That will force them to respond and gives you an administrative process to pursue; 4) file a "mandamus" action with the court demanding that the school "recreate" your school records.... Read More

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 More

Yes, the Board of Directors can vote to issue additional shares to some shareholders as compensation for services provided. However, if a dollar value can be attributed to those shares, then the shareholders receiving those shares wil owe state and federal income tax and withholding taxes on the award of those shares. They are payment for services, just like money. That's why company's often award such bonus shares as options, so that they are not taxed. Unless you have a shareholders agreement or employment agreement which speaks to the subject, a corporation is a democracy of the shareholders. If the 60% owners who are not doing much work, vote against giving additional shares to the working owners, there is nothing the working owners can do about it. The sooner you resolve this issue, the better. In order to get such additional shares or options approved, you need one more vote. Prior to initiating a board meeting or shareholders meeting to deal with this issue, you should line up that third vote. Dana Sack  ... Read More

Issues like the one that you described are typically addressed at some level in the bonus/employment agreement.  Based on your question I am assuming that the agreement does not address this issue in any way?  It isn't uncommon to include langauge that would allow for you to leave the company under certain circumstances, including a change in ownership and still get to keep the portion of the bonus that has been received.  If there isn't language that does so you may be in a position where you have to repay the bonus, but if the acquiring company is asking you to enter a new employment agreement, that may give you an out. Can't say for sure though without reviewing the contracts. Thanks,Jon... Read More