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Jeffrey N. Fink
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Jeffrey Fink’s Answers

12 total


  • What can I suggest to lesson the burden of indemnity and competition?

    I am a freelance designer asked to sign a new contract with my client with two clauses that give me pause: indemnity and non-compete. INDEMNITY. Consultant shall indemnify and hold X its affiliates, and their officers, employees, agents and s...

    Jeffrey’s Answer

    I hate to give you a non-answer, but the answers to your questions are way too complicated to be able to give you a good response on Avvo. I'd suggest speaking directly with a business attorney. There are a number of technical limitations you can include if your bargaining position allows. Depending on the project and your role, you might even be able to push back completely on the noncompete.

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  • How do I structure a company purchase so the amazon account can be retained by the buyer after the sale?

    I am looking at several ecommerce companies and they have amazon accounts as well. I would like to structure the company purchase so the amazon account is retained once I own the company.

    Jeffrey’s Answer

    I agree, you should speak with a business lawyer, but often when you purchase an entity as a whole (like buying the stock of a corporation instead of its assets) its accounts and licenses stay intact. Your specifics may be different - I'd have to see the documents.

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  • I work as a sole proprietor with companies in board and advisory roles & a couple consulting contracts; should I create an LLC?

    Most of the companies I work with will be in board and advisory board roles for a mixture of equity and cash. I am represented by a speaker's bureau and speak for cash that is paid through them (an LLC). And I will have 2 to 3 consulting contracts...

    Jeffrey’s Answer

    There's not necessarily a "right" or "wrong" answer, although many lawyers would say that it can't hurt to add an extra layer of liability protection. Whether it protects you from individual errors & omissions liability is a question I can't answer from the facts presented. Note that if you are getting options, some companies' options plans might get in the way of giving options to an LLC rather than you directly, that if you ever bring someone else into a business organized as an LLC you will have to deal with what happens to pre-admission equity investments and that you may find yourself keeping the LLC alive long after you move beyond this business in order to manage equity that has restrictions on transfer to the LLC owners. That's a long way of saying you are best off speaking with an attorney.

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  • My question is - Can submit my letter of resignation via Cert. Mail as well as file the appropriate paperwork with the MA Sec St

    I am a 49% owner in an LLC in MA. My partner is 51%. She is also my X-Fiance. Things have become very hostile in the workplace as well a no communication except email. I recently told her that I was resigning as President. Things became ...

    Jeffrey’s Answer

    Sorry for your uncomfortable situation. I agree that you are best off asking a lawyer or mediator to help sort things out. You might even consider a Collaborative Law process, where specially trained lawyers use structured negotiations to help navigate the interpersonal minefields that stand in the way of resolution. The concern I'd have giving you more specific advice is that the operating agreement, if any, and the LLC statute can overlap in strange ways. You may or may not be personally liable for business debts depending on the documents you've signed (for instance, you may have an obligation under a personal guaranty of the lease, but it's probably not a fiduciary obligation as an LLC member). In any event, the courts are not inviting places for these kinds of "business divorces," so negotiation often works best for all.

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  • In a S-corp, if my partner does not pay me, and I am stuck paying their tax liability for profits, what is the penalty?

    I filed a lawsuit and cannot stop them from doing this. Is this criminal? I am paid nothing, yet pay their taxes. They also are not paying out all the income end of year. Is this civil, criminal, etc. what is the penalty?

    Jeffrey’s Answer

    Mr. Glovsky is right. The bottom line for you is that the company documentation may give you enough ammunition to encourage the company to make at least a minimum distribution to cover your taxes. There could also be grounds for a civil suit depending on what the company is doing with the cash, although that could be a slow and expensive process. If you do go down that road, in a case like this I'd think of litigation as a tool to bring the company to the negotiating table rather than something that is likely to lead to a cost-effective resolution in court.

    In answer to your last question, based on what you've written it's purely a civil matter, not criminal. It doesn't sound like there are grounds for a civil penalty.

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  • Can I specify a court location for legal disputes in a state other than the LLC home state?

    I see that the Terms of Service of many web sites specify a court location for legal disputes. If I have an LLC registered in Delaware for a web based business that does online transactions only. Is it ok to specify a court location that is in ano...

    Jeffrey’s Answer

    Generally, yes, if there's a connection to that state. However, in most states in order to go to court you'd need to register as a foreign LLC. You might need to do that anyway depending on your business. I'd definitely speak with a lawyer to be sure it was all done in a way that's enforceable.

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  • How much can the technical co-founder be bought out given that he built the entire software of a SaaS company?

    I am the only technical co-founder of a SaaS (Software as a Service) company There are no customers/no revenue. I have been building the product from scratch for about one year. After many issues, e.g., one partner not being available for mont...

    Jeffrey’s Answer

    My colleagues make great points. Your legal position (which translates directly to your negotiating position) depends on a number of background questions that are difficult for lawyers to evaluate in a short question and answer format like this. You may be in a stronger position than you think depending on exactly how the business and intellectual property were documented.

    Also, your partners are not correct that a pre-revenue company has little or no value. If that were the case, all the early stage venture-backed companies that have had millions of dollars poured into them would be worthless! In the greater Boston area, it should not be hard to find valuation experts that have experience with SaaS and pre-revenue companies.

    Finally, there may be creative ways to structure a buyout so you can capture some value now and future value once revenues start coming in. For instance, you could structure payments as deferred sale price, post-closing adjustments, royalties or even consulting payments depending on the exact circumstances.

    Your situation is complex enough that it's worth speaking with a lawyer about.

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  • Can I give my share of corporation of 50 acres to a friend with just a letter that's notarized.or do I need lawyer

    there are 3 of us involved and I owe 1 of them money so I would like to give him my shares. Do I need to give amount like $1.

    Jeffrey’s Answer

    It may be a very simple transfer (signing the back of the stock certificate, like endorsing a check) but if you don't do it right it could lead to much more expensive problems down the road. It's worth having a lawyer who works with small businesses look at it.

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  • How do i learn if i am being treated fairly or not in the family business? what can i do. what should i do? millions of dollars

    I started at 16 working for my father. 15 years in- he made me 49% partner/owner. just he and i and maybe 2 other employees. Hes since fired me (14 mos ago). . Hes a drug addict- cocaine. hes 80 now. hes promised me all my life that the business w...

    Jeffrey’s Answer

    Tough situation. But my fellow lawyers are right, we don't know enough to advise you well. You may have many rights or you may have few. For starters, check out my Avvo legal guide on How to Deal with a Business Partner Dispute.The first question any lawyer should is whether the company bought your stock back when you were fired, and then start exploring the situation from there to see if there are any angles that give you rights. I'd *strongly* suggest you find a lawyer with relevant experience. I'd also suggest that this sounds pretty messy for resolution by a court. You might consider Collaborative Law, mediation or something like that, if your father agrees (which he might do even though there is some bad blood between you).

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  • Commercial lease and corporation . i am a business partner at c store . it was all verbal agrement business.

    i am a business partner at c store , it was all verbal agrement because it was all family. now we are having some problem. my name is on the lease not on the corporation. lease has my name and corporation. can they kick me out because i don't...

    Jeffrey’s Answer

    It depends. You have to look very closely at the facts. The first thing to consider is whether there was an enforceable oral agreement to issue you shares in the corporation, evidenced in part by your agreeing to put your name on the lease. Another thing to look at is whether the corporation has been run as if you are an owner - for instance, if it's an S-corp, was it issuing you a K-1? On the other hand, if the corporation has a history of making distributions to other family members but not you, that cuts the other way.

    The strict legal rights are only part of the equation. The most challenging part is how the family dynamics work. Often, there is hidden room for negotiation. Good luck.

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