Michael Prozan’s Answers

Michael Prozan

San Mateo Business Attorney.

Contributor Level 14
  1. Can a corporation buy a sole proprietorship and give that sole proprietorship legal protection? If not, what entity can?

    Answered 12 months ago.

    1. Michael Prozan
    2. Justin C. Lowenthal
    3. Zaher Fallahi
    4. Dana Howard Shultz
    5. Kenneth Allyn Sprang
    5 lawyer answers

    First, you'll want an attorney to properly document this for you. If you do an asset purchase agreement properly, the assets are acquired by the corporation so that from that day forward, operating the business will be the same as if it had been part of the corporation originally. Generally, in the asset purchase agreement, you can contract to assume or leave behind specific liabilities of which you are aware. But, for example, if you acquired a company producing a defective product, the...

    6 lawyers agreed with this answer

  2. Two type APR

    Answered over 3 years ago.

    1. Michael Prozan
    2. Steven Alan Fink
    2 lawyer answers

    Update: It is okay to charge 0 interest, but the IRS requires that you impute interest for tax purposes so that the party making the loan will need to pay tax on that amount, whether or not that individual actually receives interest. So really, the IRS does not "allow" or "prevent" you from making a no interest loan. For tax purposes though, it treats it as though it had at least some interest. Whether under the securities laws what you think of as a loan is also a security is a complex...

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  3. If we were solicited to invest in a private corporation repeatedly and the President CEO is not acting as a fiduciary--recourse?

    Answered about 2 years ago.

    1. Michael Prozan
    2. Howard Robert Roitman
    3. Robert V Cornish Jr.
    3 lawyer answers

    First, since you describe a corporation and a K-1, I speculate that you are shareholders in a sub chapter S corporation, rather than a partnership or a limited partnership. Many lay people use the term partnership generically, which may have caused confusion with the other answer I read. In any event, just because he forced you out, in and of itself, is not a sufficient basis to get him to repurchase your shares. However, if you have reason to believe that he made misrepresentations to...

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  4. Are retrospective employment contracts legal?

    Answered about 2 years ago.

    1. Brian Stanton Case
    2. Daniel Paul Stevens
    3. Frank Wei-Hong Chen
    4. Michael Prozan
    4 lawyer answers

    No. That is not enforceable. Depending on your agreement, the "employer" may be able to offer you a prospective contract and terminate your earlier contract as of that date, but not retroactively. See an attorney.

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  5. Business organization

    Answered about 2 years ago.

    1. Clauson Timothy Smoot
    2. George William Wolff
    3. Michael Prozan
    4. Lubna Khan Jahangiri
    4 lawyer answers

    Your question has some issues. First, let me give you the simple and easy way out. Call your creditors and negotiate with them now. Assuming it is true, tell them you have a relative who is willing to invest your business, but only if you clean up those issues. So, if they don't play ball, they get nothing. Negotiate, get a written agreement up front so that you can let your family know what is happening before they put in a check. Still, I cannot tell if you are talking about a...

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  6. After a demurrer hearing can a default be entered after 10 days CRC 31320 gj once the amended Complaint is timely served on

    Answered over 3 years ago.

    1. Michael Prozan
    2. Pamela Koslyn
    2 lawyer answers

    No. The defendant still has some period of time (should be in the order) to answer the complaint. The Judge will need to issue an order to remove the default. Understand that if done within six months, setting aside a default is liberally granted. Given that the party demurred, it is possible that the clerk issued the default prematurely. It sounds like you should probably have an attorney.

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  7. Is an investment agent supposed to take care that an elderly person opening an acct doesn't wrongly designate the beneficiary?

    Answered over 3 years ago.

    1. Michael Prozan
    2. Jonathan H Levy
    2 lawyer answers

    You'll want to consult a trusts and estates attorney or an elder abuse attorney. I'm not sure about the bank, but you may have recourse against your brother in law. If it was an honest mistake, then he should be willing to make it right. If not, perhaps it was no mistake but undue influence fraud by your brother in law.

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  8. Is a lie to prejudice or influence the Judge Fraud Upon the Court?

    Answered over 3 years ago.

    1. Michael Prozan
    2. Jonathan H Levy
    3. Christian K. Lassen II
    3 lawyer answers

    The accusation does not appear to have been made under oath. For that reason alone, the Judge is unlikely to give it any credence. Further, even if made under oath, without evidence to substantiate this claim, the Judge would likely both not give it any credence but would likely look upon disfavor at the party making the allegation. As you say yourself, previous rock throwing allegations got no traction. No one can really give you a great answer, though, unless they were there and know...

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  9. If the attorney does not appear at a hearing does the client still have to?

    Answered over 3 years ago.

    1. Michael Prozan
    2. Frank Wei-Hong Chen
    3. Pamela Koslyn
    3 lawyer answers

    More often than not, mere non appearance at a single hearing is not grounds to permit a default to stand. Did the attorney file papers in advance of the hearing (so that the party made it's points in advance of a hearing)? Was the hearing on an issue that was dispositive of the case (if so, the court could grant the requested relief rather than default, if not default does not seem appropriate)? Has there been a history of failure to appear? What lesser sanction is there to address the...

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  10. What are my rights as a commercial tenant if I am informed 2yrs into my lease that the zoning is inadequate for my business?

    Answered about 2 years ago.

    1. Michael Prozan
    2. Nancy L. Lanard
    3. Maurice N Ross
    3 lawyer answers

    There are a number of issues here and you will need to contact a local real estate attorney. Here are a few: 1. Did the zoning change from when you originally rented the premisis or are you saying that it was always unfit for this purpose? 2. Does the lease describe the use of the premises? 3. Does the lease say anything about zoning . . . make any representations about it? 4. Is there any evidence that the landlord knew both of your intended use of the premises and of the...

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