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Michael Charles Doland

Michael Doland’s Answers

14,486 total


  • If a parent allows the posting of their childs photos on a site can they tell you may view them

    A parent allowed a photographer to post photos of their minor child on a Facebook business account and then later told the business owner that she could not allow her adult daughter access to the photos because she was angry at her and told her to...

    Michael’s Answer

    Public is public, not public minus one person.
    (PS - it's also technologically unfeasible unless there is a login procedure required to view any photos on the site. )

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  • I'm opening a new franchise....so what is the order of things to do: Business license, form a LLC, lease agreement, etc.

    I'm opening a new franchise....so what is the order of things to do: Business license, form a LLC, lease agreement, etc. Please advise of all steps needed.

    Michael’s Answer

    1) Hire a CPA and a lawyer. Prepare budget.
    2) Review franchise agreement and perform due diligence.
    3) Investigate cost of lease and negotiate terms.
    4) Form entity to sign lease and sign franchise agreement. Get top rate insurance agent for needs of lease and franchise. Complete corporate formalities, i.e. Statement of Innformation, First Minutes Bylaws/Operating agreement.
    5) Properly issue shares/membership interests. If other owners, prepare a buy-sell agreement.
    6) Obtain business license.
    7) Needs customized to you and entity and type of business.

    That's a start.

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  • Contract between US and Foreign entity (South Korean Company). Is it correct to stipulate that Seoul Court should be used?

    Contract between US and Foreign entity (South Korean Company). Is it correct to stipulate that Seoul Court should be used for legal issues? Governing Law The execution, interpretation, performance and termination of this Agreement shall be ...

    Michael’s Answer

    • Selected as best answer

    It is common that the party with the greater bargaining power wants to resolve any potential disputes in his/her own backyard using their own law with which they are familiar.

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  • Can I cancel shares in a S Corp because shareholders never paid for those shares?

    I set up a S Corp with 3 friends last year. Each of us were "issued" 250/1000 shares. However, none of us paid for these shares. My friends decided to pull out from this business and I will take over everything. In terms of the shares, how sho...

    Michael’s Answer

    No par value stock (which is the norm) requires a minimal value. You can just say "cancelled" or cancelled for non-payment. Whatever shares remain (your 250) are 100% of ownership. Not all authorized shares need to be issued.
    You probably want to start a relationship with a CPA and attorney to grow with you and you company.

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  • I bought off a medical practice from senior physician who is now making trouble. Any recommendations for contract

    ...Contract Attorneys I can hire on 1099?

    Michael’s Answer

    The "norm" for attorneys is to work as independent contractors, not employees, hence a 1099.
    Perhaps you mean contact, not contract, perhaps not.
    There is a good "Find a Lawyer" link at the top of each Avvo page if it means contact.
    If you have a contract question far more facts would be necessary for even a minimal analysis.

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  • I am an in pro per Plaintiff in a civil litigation suit and have been counter-sued.

    I was served with a cross-complaint, but not a summons. I checked the court docket and the Cross-Complainant filed the cross-complaint without the summons. Any recommended courses of action?

    Michael’s Answer

    Per the facts in your posting no summons on the cross complaint appears necessary.

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  • Business partnership

    hi! i have 3 partners in a restaurant everyone of us has 25/100. i recently was hired by port authority and 2 of this partners want to put me out of business. I said i want $16,000 but finally i said that's fine i'll take $12,000 but didn't get an...

    Michael’s Answer

    They cannot force you out (with or without compensation) as a shareholder, and you cannot compel them to buy, at your price, a reasonable price or any price. That's why business attorneys recommend a buy-sell agreement which compels this, sets a formula for valuation and usually includes a right of first refusal for 3rd party offers.

    Employment, or changing employment are not linked to stock ownership. Keep your stock - one day the restaurant may be sold. For further questions, a local business attorney would really help you and would review your corporate documents for elements not in your posting.

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  • Is it possible to hire an attorney to write up a contract prior to any problems if I allow my boyfriend to move in my home?

    Is it possible to hire an attorney to write up a contract prior to any problems if I allow my boyfriend to move in my home? Sort of like a pre-nup. to prevent any evict problems? If so, what type of attorney should I consult?

    Michael’s Answer

    There are both "leases" and cotenancy agreements you can consider. You can use a business or real estaet attorney.
    Yours is not a "family law" question but a real estate question, even more than a "landlord-tenant" question. I will re-categorize.

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  • How to ensure I get commissions paid to me by overseas manufacturer?

    I am a US citizen. I have identified a product made overseas that has good demand in the US. I have made contact with the manufacturer and a distributor in the US. I would like to get a commission from the manufacturer on every unit the US distrib...

    Michael’s Answer

    You become the importer and you hire the distributor as your agent.
    Simple answer, difficult to execute, and with financial risk.
    If you are looking for a finder's fee commission in perpetuity, unless you are extraordinarily lucky it isn't going to happen.
    You need a business transaction attorney with experience in international trade.

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  • Delaware LLC with foreign investor on convertible note, what forms do I need to file after the investment?

    Hi, I have just incorporated a Delaware LLC and I want to get a foreign investor (non accredited US investor) on-board using a convertible note 1) What are the steps I need to take after issuing the note, what forms do I need to file ...

    Michael’s Answer

    If you are doing this without a lawyer you are asking for trouble. Just preparing the convertible debenture (note) is hard. Finding the proper state and federal registration or exemption from registration requirements is harder. The consequences of getting it wrong are horrible, civilly and potentially criminally.

    Of course you expect lawyers to say: hire a lawyer. My version is that some things one can do alone (name changes, DBAs, small claims court). Issuing a convertible note is not that type of do it yourself project.

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