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Jeffrey N. Fink
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Jeffrey Fink’s Answers

8 total

  • 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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  • Out-of-court mediation vs Court-Ordered mediation?

    Mediation Occurred where the tenants were listed as defendants. They had a mediation. is this out of court or court-ordered.

    Jeffrey’s Answer

    Many summary process sessions around Massachusetts have pro bono mediators available to help resolve matters. These people volunteer their time through community mediation centers that have relationships with the courts. Some courts order everyone through the process, others suggest it, and still others just let parties know it's available. It depends on the judge. In any case, I'd call it "court-connected mediation."

    However, in the end it does not really matter. If you reached an agreement in court on the day of the hearing, it may have been entered as a judgment, in which case it's treated the same as if the judge had ordered it. On the other hand, you may have agreed to continue the case so the tenant had time to pay, with a hearing to follow if there was no payment. If you reached an agreement outside of court, before the hearing date, it depends on what you agreed to - most of those cases I've mediated don't go to judgment.

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  • Can condominium trustees and/or management company provide mediation for a dispute between two conflicting owners?

    Is it required to be a licensed mediator if dispute, for example, is about noisy neighbor?

    Jeffrey’s Answer

    • Selected as best answer

    Massachusetts has no procedure for a governmental body to license or certify mediators. As my colleagues have written in prior answers, the closest we come is a mediation confidentiality statute that protects everyone in the process from being called to testify as to what happens in the mediation. The statute has both a training and experience requirement.

    More important than the license is the ultimate result of the mediation. While we all mediate in our daily lives (between children or co-workers, for instance), a trained mediator will probably know more ways to keep the conversation between disputing neighbors focused and moving forward than someone who has not had the training. Informal mediation by a managing agent isn't a bad first step, but if that doesn't resolve it there can be real benefits to involving someone from outside.

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