Skip to main content
Michael Prozan

Michael Prozan’s Answers

354 total

  • Can a website legally publish personally identifiable information without consent in the public domain, and refuse to remove it

    The website is a forum and has refused to remove personally identifiable information after my having requested it be removed. The personally identifiable information has lead directly and indirectly to verbal harassment and threats made towards a ...

    Michael’s Answer

    First, you might want to check the terms of use of the website and see what it says.

    Second, how did the information get put up there in the first place? Did you (or the minor) voluntarily disclose it or did they make a mistake in publishing it?

    As to the threats, call the police, even if they come by email. They may be able to do something about it.

    It makes a huge difference where the cite is operated from. Often times even if you know where it is being operated from, different laws may apply. Further, even if a law is being violated, it is prohibitively expensive to track down someone in Australia.

    Honestly, if they are not responding to your requests by email, a letter may help (among other reasons because it shows you know where they are) but they are not likely to respond without an attorney or law enforcement getting involved.

    See question 
  • My boyfriend was pulled over coming home from work by 3 units removed from car handcuffed searched car found nothing and let go

    never given a reason for pulling him over, can they do this?

    Michael’s Answer

    Since they took no action, they are not technically required to give him a reason for the stop, though if you have an issue with it, you could complain to the Police Department.

    Did he ask?

    Also, with respect to the search, the fact that they may not have had a reason for the stop is different from the search. Without getting more detail from both your boyfriend and the officers, it is difficult to make an assessment.

    One thing to remember is that traffic stop is perhaps one of the most dangerous police civilian interaction because the officer has no idea what to expect. Officers often go into far more dangerous situations but with more knowledge of what is happening.

    If your boyfriend has a concern, he might want to file a complaint with the police department. While your individual situation may or may not appear to move the needle, if they are getting continuous complaints about improper stops at a particular location and or time of day, that might cause an investigation. With a single complaint though, it is likely they will think that not all facts have been disclosed or that the citizen may not have been aware of the authority of the police in the situation.

    Depending on the department involved, there may have been a dash cam recording. Given that no arrest occurred, I do not know if it would have been saved. Because your boyfriend was handcuffed, there may have been a report on file to look up.

    As to any actual misconduct, it is important to keep in mind that any damages here were minimal. Your boyfriend was detained for approximately half an hour, if that.

    It is also important to remember that the fact that he was not cited for anything is irrelevant. They may well have had legitimate reasons for the stop and the search without finding anything.

    See question 
  • What should I do if I suspect I bought fraud stock certificate?

    I bought two penny stock certificates totally worth $60.000 from a company ,they even helped me to open a account from a broker company they known since no major company will accept it. it's been over a month now,my certificates still haven't been...

    Michael’s Answer

    In addition to the other answers, which are on point, you might get more transaction by going to the state securities commissioner or local District Attorney. This is likely too small to attract the interest of the SEC.

    But if you are interested in getting as much of your money back as possible, see a civil attorney. That is their only responsibility.

    See question 
  • Fraudulent misrepresentation by a company, can I sue?

    I was hired by a large corporation who has presented themselves as a very highly ethical company. However, this is really a lie. I passed on a offer from a company in my home state, with other similar industry companies around, because I thought f...

    Michael’s Answer

    The mere representation that they were ethical is pretty vague. Proving that they were "unethical" is going to prove difficult.

    As to your damages, it seems like you are still employed there and free to get a new job , so are not damaged.

    IF the asked you to do something illegal, though, and you said no and were fired, that would be a different matter.

    See question 
  • Our newly incorporated C-Corp intends to offer preferred stock. How they will be valued?

    We have incorporated a C-Corp in the state of Delaware. We intend to offer preferred stock to the investor group. The newly formed C-Corp holds equity of our India incorporated entity, which is valued at US $1 million. Now, when we want to raise ...

    Michael’s Answer

    You really need a lawyer for this. This kind of Q and A on avvo is not the place to get legal advice for multimillion dollar international transactions and corporate organization.

    See question 
  • How do I collect judgment I won against a dissolved corporation for wages owed? Can I go after the CEO?

    It was a start up company and no hiring paperwork was done. The corporation was set up sloppily and employees were put on 1099. During the hearing in labor court, the attorney for the defendant (CEO for the dissolved corporation attended the heari...

    Michael’s Answer

    There are a bunch of different issues here.

    A dissolved corporation remains in existence for three years from the date of dissolution to wind up its affairs in CA. If you've got a judgment, then it can't distribute anything to shareholders without paying you first.

    Likely, the corporation has no money to pay a judgment.

    What you can try to do is to pierce the corporate veil, basically saying that the corporation and the CEO were basically one and the same. This can be done by motion after judgement which I think is timely if it within the 3 year period. In the best of circumstances, this is not easy to do. IMHO, it needs a lawyer.

    See question 
  • Can a coporation fall off the face of the earth and ask a shareholder 28 years later for property taxes theyve been paying?

    I bought into a land corporation as a share holder. There were a couple of meetings maybe three then no more. I was asked to contribute more money twice and I did. All activity stopped for some time. I contacted the president and left messages tha...

    Michael’s Answer

    In addition to the statute of limitations issues, it is unclear to me why you, as a shareholder only, would owe any taxes at all. Likely these are corporate oblibations for which you were never personally liable.

    Please know that unless there was something in your purchase documents, you had no right to get out. Once you buy shares of a corportion, the corporation has no duty to repurchase your shares unless you have negotiated something specific in the agreement.

    See question 
  • Can a corporation buy a sole proprietorship and give that sole proprietorship legal protection? If not, what entity can?

    Thank for your time on this. I own an corporation and would like to purchase a sole proprietorship that has a long track record in its service industry. I would like to know what type of protection it would get once I purchase it. Would...

    Michael’s Answer

    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 corporation would be responsible for liability going forward, though you might be able to contract to leave any pre existing unknown liabilities behind.

    With regard to the EIN, I would first contact the IRS and ask them about it. Alternatively, tax attorney or an accountant might be better able to answer this. I am not so sure that if it operated with its own EIN number that it would need a new one if incorporated. Of course, if it used the SSN of the owner it would. With regard to licenses, call of the licensing agencies involved and ask.

    See question 
  • I stated in writing no calls or letters are be done without my approval-now she charges me $595. to withdraw from case - Legal?

    She sent letters to opposing counsel, the court, me and puts she had to review the case and prepare withdrawl - then a seperate charge for letters to all of the above. The bill is $595. and all she was told is that her services were no longer nee...

    Michael’s Answer

    For heaven's sake. Once you terminated her, she still had to (a) confirm that you were not being prejudiced by here withdrawal, address any issues as to what may or may not have been on the calendar, and communicate with opposing counsel.

    I really can't comment on what occurred after the "divorce was final" as I don't know precisely what you mean or what kind of issues arose after it became "final."

    The way you describe it, two hours work to finish things off does not sound unreasonable.

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

    We were asked repeatedly to invest thousands of dollars in a private corporation we were partners in by the President, who then forced us out. The money is still invested there and he shows losses every year on our K-1. We would like to get our i...

    Michael’s Answer

    • Selected as best answer

    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 you in connection with the purchase of the shares, you may have a variety of causes of action. Nothing you have said yet suggests misrepresentation or concealment. Also, you are talking about years, so I do not know whether the statute of frauds has been violated.

    See question