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I expect that I will be engaging an attorney. At this point

I expect that I will be engaging an attorney. At this point I am looking for guidance as to finding the attorney who can best represent me. I am a 50% shareholder in an S corp that operates a real estate brokerage. My business partner is entering into what is sure to be a messy divorce. His wife has texted me stating that she will pursue his interests in our business. My business partner has recently disclosed to me that he has some issues with drug and alcohol addiction. He mentioned that he may want to part from our business. Though he is functioning well now, and though he stated that he would not abandon the business abruptly, I want to be proactive and have a strategy and agreements in place to protect my interests as best as possible. I am thinking I need an attorney versed in business law but that has associates who are versed in divorce/family law.JA: Because real estate law varies from place to place, can you tell me what state this is in?Customer: CaliforniaJA: Has anything been filed or reported?Customer: Nothing as of yetJA: Anything else you want the lawyer to know before I connect you?Customer: not at this time

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Irwin Law

Juris Doctor JD

9,996 satisfied customers
I formed an llc with another individual last year. I applied

I formed an llc with another individual last year. I applied for a loan and they wanted his tax returns and signature. He wants to relinquish any of his ownership, thus giving me 100% of the shares ( which were not formally issued). This way the bank doesn't require his signature or taxes. Is there a simple form we can execute this withJA: Can you tell me what state the LLC is registered in?Customer: MnJA: Has anything been officially filed? If so, what?Customer: Taxes and company name with secretary states officeJA: Anything else you want the lawyer to know before I connect you?Customer: Not that I can think of

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Law Educator, Esq.

Attorney At Law

Doctoral Degree

118,012 satisfied customers
The majority (75%) stock holder holds a note ($4M), if they

The majority (75%) stock holder holds a note ($4M), if they call the note and the minority (25%) stock holder can raise $1M, is the majority obligated to finance the remaining 75%?JA: What state are you in? And have you consulted a local attorney?Customer: Arizona, no.JA: Has anything been officially filed? If so, what?Customer: No, majority is threatning to call note in less minority relinquishes their 25% ownershipJA: Anything else you want the lawyer to know before I connect you?Customer: No, thanks.

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Irwin Law

Juris Doctor JD

9,996 satisfied customers
A question about contract consideration. Hypothetical.

A question about contract consideration. Hypothetical.Please take at face value.Landlord and tenant enter into a commercial lease for 24 months for a commercial suite.Landlord obtains a personal guarantee from Guarantors.Guarantee covers the performance of the lease, any amendments, options, renewals or extensions.The lease contains no options or proposals beyond 24 months, or any language to suggest otherwise.12 months into the lease the tenants sign an amendment that includes an additional suite, increases the rent by 100% and extends the term for an additional 24 months.6 months later the tenant defaults on the lease.Landlord files a lawsuit against the tenant and Guarantors. A judgment is entered against the tenants.Guarantors and Landlord have not settled.Guarantors argue that notwithstanding the guarantee language, the original lease contains no consideration. They further argue that the lease contract contains no detriment or mutuality as originally written beyond 24 months.Landlord argues that the lease was entered into on the conditions of the guarantee and the guarantee language is sufficient consideration for any and all possible future transactions. Landlord reasons that it is the same thing as a line of credit with a bank or vendor whereby guarantors are liable for future loans or purchases.Guarantors counter that this analogy does not apply because there were no terms to describe rates, limits or any other descriptions of further transactions. They further argue that the analogy does not apply because the tenants were locked out and received no benefit, whereas in the Landlords analogy there would have been a transfer of goods or money.Given this narrow set of facts, who is right?

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RGMacEsq

Doctoral Degree

24,306 satisfied customers
Can I raise capital in a company via private placement (PPM)

Can I raise capital in a company via private placement (PPM) if I am an actual officer or director of the company? If my duties involve marketing, financial projections, and other responsibilities outside of capital raising (common activities for a C-level executive), am I exempt? I would not be receiving commissions on the capital I raise. Instead, I would receive equity in the company which vests over a one year. I would also receive equity in a different company (the majority shareholder's company) based on milestones I reach.

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Richard - Bizlaw

Juris Doctor

11,676 satisfied customers
I am looking to acquire an inn to both live in and operate.

I am looking to acquire an inn to both live in and operate. While my wife and I both have management experience and institutional knowledge (MBA), we do not have hotel management experience. We have the 20% that would be needed to put down, however are running into an issue with SBA backed loans needing that direct experience. The seller is going to remain down the street and actually we will be acting as a property manager for him, renting out a property that is adjacent to the inn and splitting profits. In order to acquire a loan we were thinking of asking him to be a limited partner with no liability and no monetary stake in the company. We'd like to get some thoughts on how this would work before talking to the seller about it and involving a lawyer.

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Law Educator, Esq.

Attorney At Law

Doctoral Degree

118,012 satisfied customers
I have a question about LLC membership in the state of

Hello, I have a question about LLC membership in the state of Maryland. I have a business that was set up in anticipation of the award of a competitive license. The business is registered as a sole member LLC with me as the sole member. Other individuals were involved in the application process but we never reached a written operating agreement. Three people anticipated being equal members in the business if we were awarded the license, with certain financial obligations being met. One individual has not fulfilled the agreed upon financial arrangements. Is that individual a member of the LLC or would it continue to be a sole member LLC until a written agreement is signed?JA: Can you tell me what state the LLC is registered in?Customer: MarylandJA: Has anything been officially filed? If so, what?Customer: An employee ID number request and articles of incorporationJA: Anything else you want the lawyer to know before I connect you?Customer: the disputing party did make some financial contribution, but no material support for the application. the contribution was less than 10% of the agreed upon amount. I sent multiple agreements over for his consideration. I am able to return the money including interest.

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DrakeLAW

Juris Doctorate

1,418 satisfied customers
For" - Bizlaw" I do not understand how that happened but

for "Richard - Bizlaw "I do not understand how that happened but that question was resolved a while ago. There is something wrong with this system and I wish they would fix it and several issues they have with presentation and dialog continuity. anyhow..Ok back to the saga.... The bank (BLS) has agreed to 1) apply my previous and current principal and interest to my two coop loans properly and retroactively, 2) they have agreed to remove the negative escrow from my account which was causing the issue, and 3) they will correct my CRA reporting to show me current.They have further refused to speak with me any longer arguing that the attorney will deal with me going forward. The attorney which you have seen docs from as links (still herein) has emailed me requesting if they do these things will I withdraw my OSC.She then called me because I did not answer her email, and that the bank (BLS) (really coop loans servicer) had already agreed. The bank sent me a letter stating that they are correcting my credit and the issues internally (without clearly specifying same)When she called she wanted me to withdraw. I said no because there still is no proof that BLS is legally (emphasis added) in control of my loans, nor did they provide me any proofs I sought via the interrogatories...but pushed it aside.She replied that she still has not seen my OSC (what she argued in court requesting to adjourn) and requested that I send her a copy. I told her that BLS has it and I have proof that they received via FEDEX next day mail. I paid a pretty penny for that $45.00 and the weight proves it was the full OSC/TRO etc. In short I told her that she argues that I do not need any of the documents I sought in my interrogatories as irrelavent, overly burdensome, etc but she still has not read the OSC. She then stated that while the bank (BLS) was correcting these items they are not going to walk away from the money they paid the cooperative (underlying issue - they interfered last year with a case between me and the cooperative after they said they would have nothing to do with it). She requested that I amend my OSC to add the cooperative. I said NO WAY! This is your problem. I have no standing to argue that you (BLS) paid them improperly and unjustly enriched them, or otherwise. I told her if you want to seek such you can do it but not on my dime. She then requested that I send her a copy of the OSC and requested that I allow her to seek another adjournment. I said what's in it for me. She said she will get the bank to send a detailed letter clearly identifying that they are removing the negative escrows from my accounts, applying the interest and principal properly to my loans, and correcting the CRA reporting. I said to her I also need the bank to state it holds me harmless regarding the money it paid to the cooperative. She refused.She has been sitting on her tukis on this and because we must reappear May 22nd she knows she is in trouble because she sought the adjournment, and now if she comes in with the cockamamie story about she does not have the OSC, and she needs more time etc, the judge will not look well upon it.Right now I think my story is more compelling especially that she responded to my interrogatory by giving me nothing yet she did not even have the OSC, presumably, to make statements about my demand, and now is clearly interfering with the just adjudication of my case.What do you say?

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Richard - Bizlaw

Juris Doctor

11,676 satisfied customers
I have a construction company and wanted to branch out, so I

Hi,JA: Hi. How can we be of help?Customer: I have a construction company and wanted to branch out, so I opened 3 more companies to do business under...But my accountant told me that that is too expensive and a lot of work and that I could have simply filed fictitious names under one "mother" company...Is that true? if so can I have 3 under the existing business?JA: What state are you in? And have you consulted a local attorney?Customer: I'm in florida and no I have notJA: Has anything been officially filed? If so, what?Customer: All 4 are S-CorpsJA: Anything else you want the lawyer to know before I connect you?Customer: Just that I had the construction business since 2010 and the 3 new ones are handyman, restoration for homes and heating and air...Can I have them all under my Custom Homes Construction Business

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KJLLAW

Juris Doctorate

2,576 satisfied customers
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