Massachusetts Business Legal Questions

Short Answer:  Probably, Yes.   Longer Answer:  It depends how long the corporation has been dissolved.  Once it has been permanently disolved, it becomes a little more difficult to reinstate it.  If it has been a long time since it was dissolved, check with the Secretary of State to see if someone else has registered the corporate name.  If no one is using the corporation name, you should be able to regain the corporation's ability to do business through the reinstatement process with the Secretary of State.    ... Read More

Barring a contract which provides for it, such as a union contract providing wage scales for people depending on title, an employer has no obligation to compensate employees equally.  C.C. Sabathia is paid a lot more than Luis Severino.  The employer is obligated, however, not to discriminate on the basis of race, gender, religion, etc.  If you believe that you are being discriminated against on the basis of any such protected characteristic, you may have a valid claim, but otherwise not.... Read More

If your wife is currently responsible for any debt to any third party, she will still be responsible for it, but can get repaid by her sister.  For example, if your wife has guaranteed the lease, she is liable to the landlord, not your sister, and only the landlord can release her.  If rent is not paid, she is obligated.  If her sister agrees to hold her harmless, she can recover any money she pays the landlord from her sister, but if her sister doesn't have the money to pay her, she is out of luck.  As far as what recourse you have if they miss a payment, you would sue for breach of contract.  There are other remedies you can build into the contract as well, but frankly if you want to get the sophisticated you'll probably have to pay a MA lawyer.... Read More

Yes.  You have whatever rights are specified in your shareholders' agreement and the applicable statutes.  Although I am not familiar with Massachusetts statutes, I am certain that (unless contradicted by the shareholders' agreement) they provide you with the right, among other things, to share in shareholder distributions (although not in distributions made as compensation for services rendered; in other words, the other shareholder can receive reasonable compensation for his/her services running the business without having to pay you, but he/she can't receive a stock dividend without you also receiving a pro rata dividend), review corporate books and records and, under certain circumstances, compel a dissolution of the corporation, accompanied by liquidation of corporate assets and distribution of the proceeds to the shareholders.... Read More

You have the right to be paid and you can sue her for your money, but that doesn't mean that you have the right to hold on to her property.  There are statutes which allow certain tradesman, such as auto mechanics,  to keep a person's property until the work they have performed is paid for, but absent such a statutory right (and I'm aware of none which covers your situation), you can be charged with some variant of theft.  I doubt that  you will be if you give the keys back, since this matter is so minor and a waste of time for the police department, but you have to return the keys.... Read More

Whether you are responsible for any existing liabilities is completely a matter of negotiation between you and the sellers.  However, if you do not want to be responsible, you can't buy the entity.  In other words, if xyz corporation has debts that you don't want the new business to be responsible for, you (or your entity) can't buy the shares of xyz corporation.  If there are obligations still outstanding after closing on the sale, it is  not enought to simply agree that the sellers will pay those obligations (unless you get security for those promises) because if the sellers breach that agreement, xyz corporation, which you now own, would still be liable to the crediror.Rather you (or your entity) have to buy the assets of xyz corporation.  And you have to make sure that there are no liens or other security interests against those assets.  If there are, the assets could be seized to pay those debts if the sellers don't pay them. ... Read More

In criminal litigation, the burden of proof never shifts to the defendant. You should give thought to what your objectives are here. If they are primarily to recover the money, then consideration should be given to how you will do that. You can't get blood from a stone, and an ex-CFO who is in jail is unlikely to be able to repay you. If you want to discuss some possible strategies for actually recovering the money, feel free to engage my office on a professional basis -- (203) 399-1320.... Read More

You don't really explain what the nature is of the monetary damages you claim to have suffered. Presumably you borrowed some money from B of A which you still owe. Your ability to attract a contingent-fee attorney to this matter will depend on persuading him that a large monetary recovery is likely. Your post does nothing to explain why.... Read More

It depends on the type of contract created.  Some contracts, such as for real estate or contracts lasting over a year, must be written.  For other agreements, an oral contract may be binding.  You should contact a local contracts attorney to determine whether your contract needs to be written. This is not intended to be legal advice, and is general in its nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More

To incorporate you need to file certain documents with the Secretary of State in the state where the company intends to incorporate.  Depending on the type of entity (ie LLC, S-corp, C-corp) you may or must have some governing document such as bylaws or operating agreement.  As far as taxes, you will need an Employer Identification Number (FEIN), and the tax consequences will be dependent on the entity choice and state taxes.  You should contact a local business or corporate attorney to help you make the correct choice regarding entity type to limit your tax exposure. This is not intended to be legal advice, and is general in its nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More