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Robert V Cornish Jr.

Robert Cornish’s Answers

2,196 total


  • Can I and my shareholders bring legal action against this individual for breach of Fiduciary Duty?

    My Business Partner and I formed a Limited Liability Corporation in 2010. He has since the formation of the Company been a major shareholder and Officer of the Company. We are a Company involved in the research, development of and ultimately bri...

    Robert’s Answer

    You can certainly sue, perhaps under what is generally considered the "duty of loyalty" to the corporation and other common law remedies under Wyoming law. Whatever the case, you should remove this person from your company.

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  • What are due diligence should I make sure the financials are 100% accurately, employees will stay on, and customers will stay?

    I am considering buying a 32 year old small manufacturing company for 650,000 K located in Orangeburg NY- Currently the Revenue runs is between 600 - 800 K - Cash Flow around 220K (2015) - after loan payments it is expected that my cash flow will ...

    Robert’s Answer

    Have you reviewed the litigation history of this company through public websites, as well as potential liabilities such as workmen's comp and unemployment insurance shortfalls? Does the company have intellectual property? What about purchase orders, liens, security interests and the like? Bank accounts? Have you been able to get a hold of all of the corporate books of the company to see that there is actually an accurate stock ledger? What about environmental liability on the premises or elsewhere? State, county and local permits all in order? How old is the machinery and when will it need to be replaced? Do you have issues with contributions to union labor funds and the like?

    All of these things are starters (yes, starters) for what one would consider adequate due diligence on a purchase of this nature. Hire a law firm or consulting group to assist in this process, as well as the purchase itself. Money spent on these things on the front end will prevent a world of trouble down the road.

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  • Can my friend still invest in my company as a non-accredited investor?

    I'm raising my first financing, doing a convertible note with a 3.5MM cap. 90% of the funds have been raised, and the founders want to bring in a couple family/friends to round out the financing. However, 1 doesn't qualify as accredited. He's a go...

    Robert’s Answer

    You're going to find it tough going to find someone to offer concrete guidance on this on-line. This is because anyone answering the question does not have the necessary facts to even take a reasonable stab at answering. That being said, much will depend on where the person resides, which precise offering exemption is being used and whether you've got the cash to file Form 99 in NY State. And if all of this sounds like gibberish, run (emphasis on "run") to a securities attorney before you run amok of the law.

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  • Is it correct to calculate the "Par Value" value by dividing the money I invested on the total number of shares?

    I have invested so far, from my personal money, around 10.000$ to build and test an innovative solution for eventually, if it works will allow me to create a Tec startup. It worked and I am now going to incorporate. I have read that startups usual...

    Robert’s Answer

    You can and likely should use a structure with stock with no par value, or better yet LLC or LP interests for an appropriate entity. No one will be deterred from investing with you if these structures are used. The time is now to hire counsel to guide you through the investment banking and venture capital process. Not using an attorney for this sort of thing is like performing an appendectomy on your own, and the results are usually as bad.

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  • Can I open an LLC in Nevada for a sibling from Europe for real estate investments?

    Can I open an LLC in Nevada for a sibling from Europe for real estate investments?

    Robert’s Answer

    There may well be other options depending on the location of the property, estate planning issues and the amount/value of the investments. California investments create tax obligations that you may not find in other states, no matter where you form your LLC. Nevada may be good for corporate domicile, but you should likely work with a Nevada domiciled trust company to assist you and to custody assets, as there are many trust companies can do that other entities cannot. Again, depending on the amount of assets, Wyoming may also provide some useful structural options.

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  • Would we need to be registered with the SEC as a broker/dealer

    Greetings, our question is, we are a nascent phase group that is looking to teach Latinos the basics of financial literacy. We may from time to time, employ simulations that involve investing (buy/sell) of equities. Upon them graduating from our ...

    Robert’s Answer

    You would appear to be skirting into investment adviser territory. There are exceptions. "Class" type of operations such as the one you propose numerous issues, including the basic notion that customers are also students with a high degree of vulnerability. Whatever you're teaching, it better be sound, objective and above-board.

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  • What type of lawyer do I need to sue a CFP/Wealth manager?

    Negligence and mismanagement of investments

    Robert’s Answer

    You'll need an attorney experienced in FINRA securities arbitration matters to not only handle the proceedings, but also to advise you on whether there are regulatory issues that may be worthy of complaint to the SEC or a state securities agency. Whatever you do, do NOT try your arbitration case yourself. The success of pro se litigants in FINRA proceedings is negligible at best.

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  • How can my family and I immigrate to the USA based on a B1/B2 visa, for example through an investment and converting status?

    We (me and my husband) have a B1/B2 visa for the USA and we are exploring options to do business in the US and move permanently. What options do we have for coming to the US and converting to immigrant status? Perhaps through an investment? Or any...

    Robert’s Answer

    EB-5 may well be an option. If you choose this route, you will need immigration counsel and securities counsel. Also, the EB-5 approval for your oldest child could occur over the age of 18, which may make things more complex. All things to discuss with counsel.

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  • What constitutes holding one's self out to solicit for AUM, whilst not being a professional (registered) money advisor?

    I have a fin-tech business idea, and need help from a securities lawyer on what constitutes holding one's self out to solicit for AUM, whilst not being a professional (registered) money advisor.

    Robert’s Answer

    Your question is intensely fact-specific. Many people rely on what is called the "issuer exemption," but you are in Florida, which has peculiar rules of its own. Your best course is to contact a skilled securities attorney to guide you. Chances are you will need not only marketing guidance but counsel on rewriting your offering/placement documents so that they are compliant.

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  • Is this illegal to get paid the consulting fee or commission from the developer when I raise the money from institutional invest

    I am being investigated by the prosecution in Korea in connection with some payment that I and certain others received as commission from the developer for attracting investment for Resort Development back in 2007-2008. Under Korean law, it is a ...

    Robert’s Answer

    You should be aware that the Korean securities authorities likely have a "cooperation agreement" with the SEC here in the United States. As such, whatever is ascertained by Korean authorities will be shared with the SEC for action. In short, this is a good time to hire securities/white collar defense counsel to learn what matters are at the crux of the investigative activities, whether you're a "target" and what can be done in the interim.

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