Corporate Legal Questions

If you mean techinically "dissolved" then both assets (none) and liabilities ($800/yr. FTB tax) are "distributed to the former "Members". Normally people "walk away" from similar situations instead of going through dissolution procedures. If the letters are to the LLC you may want to risk not paying and letting them do what they want to the LLC.... Read More

I am not familiar with the Texas limited liability company law. I have not heard of any advantages of the Texas version over the California version. The states are pretty competitive about making themselves attractive, hoping to attract the businesses or at least the filing fees and annual renewal fees. The more important question is where are you doing business? If you organize the llc in one state under its llc law, but are doing business in any other state or states, you will be required to register the llc in those other states as a foreign llc doing business in those additional states. If you are not doing business in both Texas and California, why pay fees in both states? 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

Sales, marketing, and having customers are crucial to any business, even a law firm. Sales and marketing can require as much time and work as installation, maintenance and upgrade work. Finding a replacement for an ISP engineer is a lot easier than luring away customers and holding onto them. Distributing profits and distributions of cash in shares that are different from your contributions can have some surprising and unpleasant tax effects. For example, if a 45% share was worth $30K and a 20% share was worth $15K, then the IRS or FTB might decide that a 35% share was worth $20K-$25K. Since it was be earned by services, the IRS and FTB might treat it as a payment-in-kind of $20K-$25K for future services. Since it was not disclosed as income, there is no statute of limitation on the government claiming the taxes on it, plus penalties and interest. If this company was not structured by an attorney who understands these tax rules, you may want to consult with one right away. April 15 is two weeks away. 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

If you are doing this all without a lawyer you will probably not properly issue your membership interests. The protection you need can be in the Operating Agreement and/or a Buy-Sell Agreement between equity owners. Corporate squeeze-outs are particularly horrible lawsuits, so advance planning is a good idea. Normally a corporate squeeze out includes termination of one owner's employment. Equity ownership and employment may be totally independent or may be linked. ... Read More

I agree with Michael that you are not going to make any friends or any money by suing. Lawsuits have a way of getting out of control. He is correct that $10,000 and even $20,000 our the very least you would end up spending. It is also possible that the attorney fees of the President and other directors might be paid by insurance. So you would be paying, and they would be getting defended for free by an insurance company attorney chargin a lot less per hour than your attorney. That means they can bury you in legal paperwork, running up your bill, at little or no cost to the defendants. You have the right to attend Board Meetings. I would not encourage you to do so, because of the hostility you have described. It would not be a pleasant experience for you. You have the right to inspect and copy the records of the corporation, including the addresses fo all member. You could then start contacting member to campaign for their votes at the next annual meeting to elect the directors, assuming that the directors are elected by the members. In some non-profits, the directors elect replacement directors. With enough votes, you might still be able to force an election by the membership. I would need to do some research to answer that question. If you decide to conduct such a letter-writing campaign, I recommend that you have each letter reviewed by an attorney. The president will be itching to catch anything you say that she can claim is false, in order to dirty your reputation with the members or sue you for libel. 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

I don't know what Blizzard's policy is regarding ideas from outsiders. Many entertainment companies simply refuse to accept ideas in order to avoid the accusation of infringement. There is a lot of hard work, time, and monetary investment between coming up with an idea, building an outline of a game, producing the game, digitizing it, and then producing it for actual use. Most entertainment have more game design ideas than they can or want to produce. I would start by exploring their website for any instructions on how to submit ideas. If there are such instructions, follow them rigorously. Pay attention to every detail of the instructions. If they don't, then ask. Email support or Contact Us with the question, how would they like you to submit a design idea. Once they have told you how, consider asking them to sign a Nondisclosure Agreement. There are lots of such forms on the internet or you could hire me to prepare one for you. Nondisclosure Agreements are better for the moral and social inhibition created than any legal effect. Once in court, the plaintiff has the burden of proving the amount of the damage to the plaintiff. A court cannot award damages that are just speculation. You might have a hard time proving how much you could have made from your idea if Blizzard had not stolen it. What ability do you have to make any money off your idea if Blizzard doesn't buy it? If your idea is nothing more than a design idea, Blizzard might make so many changes to it that it might be able to prove the defense that their product is distinct and different than your idea. Given all of that, if they resist signing an NDA, you might prefer to give up and take credit for the game if they produce it, regardless of whether you get treated fairly on this idea. Maybe they'll treat you as a credible source of future ideas or even hire you. 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

Yes, probably. Most pension related savings plans are exempt from debt collection. For example, there was a case last year where a bank was required to return funds which the bank had deducted from a checking account into which the borrower had transferred Social Security payments. It would require some research to confirm it, but I am pretty sure that federal TSP funds are similarly protection. Dana Sack 510-286-2200  ... Read More

The ABC Board will want complete documentation so the sooner you get started the better. You need the entity formed for the city business license which the ABC willl want to see. Hope you have a team in place to help you do your "due diligence" in such an important acquisition and inorder to help you avoid unpleasant surprises after closing. ... Read More

Your money is gone. There is no such thing as not being able to access money. It's just an account in their records. If nothing else, they should be able to access it the old fashioned way, by sending you a check, preferrably a cashier's check. They have their own funds. They should pay you from their own funds or line of credit, and reimburse themselves from your account when they "fix" it. The fact that they haven't given you your money from their own funds or LOC is why I don't think your money is there. If you took this up with the SEC, they might shut them down and take over, but that won't get you your money. Ask them when you can come by to pick up a check. If they're in another town, they can send it to you by FedEx. 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

In order to keep the bad member from stealing more from the LLC and incurring debts in the name of the LLC, I suggest that you close down this LLC and transfer all of its assets to a new LLC in which the bad member has no interest, connection or control, assuming that your landlord, lender, and any other vendors and customers will let you. This does not sound like someone who is going to pay the LLC back voluntarily. Does the Operating Agreement include an arbitration clause? If it does, you need to initiate the arbitration as soon as possible. It will take months to get a hearing and an award. Then you'll need to go to court to get the award confirmed as a court judgment. After that, you can use all the usual court procedures to collect the judgment, including attaching assets, garnishing wages, and compelling the bad member to come to court and reveal where all his assets are. If there's no arbitration clause, then the sooner you get a lawsuit filed, the better. It will take a yeat to get to trial. We have done such lawsuits and therefore know how to do them efficiently and effectively. If you would like to meet me or talk on the phone about possibly hiring our law firm, please call me. Dana Sack  ... Read More

  I don't know the answer. I suspect that technically it probably could be found to be an illegal lottery. The definition probably talks about anything of value given to a random winner, and the opportunity to buy something at a favorable, below-market price, counts as something of value. Who is going to complain? I don't see any government bothering you about it. A consumer could only sue you for the difference between the full market price and your bargain price. Even as a class action, it woud be that difference multiplied by the number of units of the item which you disclosed on your website as being available for sale. If you did not disclose that number, I guess it could be the price difference times the total number of people who asked for the item and were turned down. That could be a big number. Maybe your website should reserve the right to withdraw sales. If too many people respond and are going to be rejected, then you could cancel the sale and re-offer it at a higher price, and cut down the number of people asking for it and getting rejected. 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

The statute of limitation for such an injury is two years. That means that if you don't file a lawsuit sooner than two years after the date of the accident, you lose the right to bring such a lawsuit. Did your daughter require medical attention? Did you take her to a doctor or emergency room? Does she have any permanent injury from the slip? If so, you should talk to a personal injury attorney. They advertise in the Yellow Pages and on www.lawyers.com. You can sue in small claims court for up to $10,000.00. No attorneys. You could sue for negligence for the pain and suffering your daughter experienced, even if she has no permanent or still lingering injury, or even if she did not require medical attention. 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

Your lawyer is going to need a lot more facts in order to answer this one. Who actually made the statement? Who heard it? In what context was it made? In what context was it heard? What did the person actually say? Many fraud cases die, because the false statement did not cause any actual harm. If you catch them lying and don't do business with them, how have you been injured? What kind of class poses an open-ended question like this? Please feel free to call me. Dana Sack  ... Read More