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Before I ask my question some background is needed. Friends

Hi -Before I ask my question some background is needed. Friends of mine and I started a business and unfortunately we've had challenges and simply can't work together moving forward. There were originally 4 partners and we were equal equity owners with vesting schedules. One partner had to bow out so there were 3 of us left. A big challenge was that the other 2 partners were very part time and one of them created major headaches by acting unilaterally and with a very bad attitude. He came and went at his schedule and ruined his relationship with our most important outside business partner. That outside business partner said that they will never work with that partner ever again. That partner was the one that introduced the outside business partner to the company.I was doing the majority of the work as the acting CEO but eventually got burned out and began participating at the pace of the other founders which was getting us nowhere quick. The challenging partner brought in a new, qualified CEO and I spent much time getting that person acquainted with the business. During his due diligence he asked us to dissolve the corporation so we could start fresh with a new one. We all agreed and dissolved our Delaware Corp and our California Corp. So, currently there is no corporate structure. During that process the challenging partner created enough upheaval that the almost new CEO chose not to continue moving forward. So, once again the challenging partner brought in a person to the business and then ruined the relationship with that person to the point of no longer being interested in the project if he's involved.The company is pre-revenue.A few months ago everyone stopped communicating when the almost new CEO bowed out. That person told the challenging partner that he felt the business couldn't continue with the challenging partner involved. The challenging partner was saying he wanted a way out and the almost new CEO offered him a way out of the company but the challenging partner refused and wanted to be compensated with equal equity participation. Everyone that was involved in the company has refused to work with the challenging partner. I've spoken at length with the outside business partner that is key to the business moving forward. They are cool to move forward in assisting the business as long as the challenging partner is not involved so I was considering picking up the ball and stepping back in to the CEO role without any of the old team. I don't know the best way to do this though because I'm not interested in moving forward if legally I run in to problems with the challenging partner. Can I start a new company with the same name or an iteration of the current name and own the company 100% without including any of the old partners since they are not doing anything anyway?I hope I've given enough information to begin a dialogue with you as to what be the best way is to move forward. The business is really cool and a proven market is there for the product.

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Richard - Bizlaw

Juris Doctor

11,238 satisfied customers
I was asking about cost and whether the question becomes

I was asking about cost and whether the question becomes public, but I just got my answer on the customer service line can I ask my question here?JA: What state are you in? And have you consulted a local attorney?Customer: FloridaJA: Has anything been officially filed? If so, what?Customer: noJA: Anything else you want the lawyer to know before I connect you?Customer: It's a question regarding a potential business partnership and disclosure of information

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Richard - Bizlaw

Juris Doctor

11,238 satisfied customers
If a medical practice is a s corp (3doctors) without a board

If a medical practice is a s corp (3doctors) without a board of directors do shareholders have equal voting rights.

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Roger

Litigation Attorney

Doctoral Degree

34,878 satisfied customers
I need a legal opinion on a Supplier Agreement I am a party

Hi:I need a legal opinion on a Supplier Agreement I am a party to.The Agreement was created to assign the franchise system rights to my company from a client that defaulted on a Development Agreement and owed considerable unpaid. Part of the consideration for us accepting the franchise system rights, was waiving the balance, which at the time was $45K.If you quickly review the Agreement you will see that the Seller (the original business Founder), was to perform various on-boarding duties, such as franchisee training and support, etc. Albeit, in exchange for a fee for each service performed.The Agreement is 3 years into a 10 year term and the assigning party now wants to sell the original business that the franchise system is based on (Better Life Maids). Further, he reports that his buyer wants to sunset the Brand, as part of the acquisition terms.I am in my current talks with him, as he is requesting that I reassign the rights back to him, "even though they had no plans on using the Brand". Unsurprisingly, he is offering little compensation, as he asserts "that if he walks away it will be worthless to me".My question is, based on the Agreement and his pledging to perform brand training and support, can I assert a contract interference defense to his abandoning the Brand and the Agreement? At this point, I am happy to grant back the rights, but not without the compensation originally wrote off in consideration of the original assignment, which is far more than the $15K he offering, as "a gesture to part as friends".

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39,486 satisfied customers
I am a partner in private gym (Studio). It was started by

I am a partner in private gym (Studio). It was started by two individuals who know the personal training very well but have no experience running the business. They offered me o take 10% of ownership. I looked at the financials since the beginning in March 20115. I noticed that the rent that started at $4,000/month has gone up to $11.500 in Feb 2017. In fact they are having difficulty paying the rent. The per sq, ft.rate of rent is too high compared to the other buildings in the area. The lease ends in Dec 2018. There is no way we can pay this high rent. Can an LLC declare bankruptcy? What happens if we offer to negotiate and just not pay if negotiations fail. Will it go against the founders/majority share holders credit rating?

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Richard - Bizlaw

Juris Doctor

11,238 satisfied customers
Second opinion] need some answers please. I am a Board

Second opinion] Hi, need some answers please. I am a Board member of a charity non profit. Some of the Board members would like to know if they can be paid. We have a professional, with a marketing company, on the Board and would like some type of compensation for work performed, beside the reimbursements that are allocated. Also, we have a co-founder that is moving to the position of paid Executive Director but wants to keep a voting right on the Board. How do we place this in the bylaws, co-founders retain a voting right? We are 501(c)(3) with the State of North Carolina and do business in California.

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Best Attorney

Attorney and Counselor at Law

Juris Doctor

38 satisfied customers
Need some answers please. I am a Board member of a charity

Hi, need some answers please. I am a Board member of a charity non profit. Some of the Board members would like to know if they can be paid. We have a marketing professional on the Board and would like some type of compensation for work performed, beside the reimbursements that are allocated. Also, we have a co-founder that is moving to the position of Executive Director but want to keep a voting right on the Board. Can we place in our bylaws that they can keep a voting right if they are active in meetings?

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P. Simmons

Attorney

Doctoral Degree

37,778 satisfied customers
Is this free? how much? in california and north carolina, no

is this free?JA: The Corporate Lawyer's require payment for their services. It's way less expensive on JustAnswer than face-to-face would cost.Customer: how much?JA: What state are you in? And have you consulted a local attorney?Customer: in california and north carolina, no not yet.JA: Has anything been officially filed? If so, what?Customer: I have question on non profit practiceJA: Anything else you want the lawyer to know before I connect you?Customer: The subject is with board members receiving pay and co-founder voting privileges.

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Richard - Bizlaw

Juris Doctor

11,238 satisfied customers
I met with potential business partners for a few hours last

I met with potential business partners for a few hours last night about a technology / education business. The partners that I would be working with, include an I.P. attorney, a publisher, and a celebrity. The first two hours was me providing them with information and discussing the business from my perspective on curriculum and technology. The last hour was us discussing their idea of how my equity in the company would work. They were not asking me to become a partner exactly. Instead, they wanted me to come into the company after their first 3 founders had divided up the business. The I.P. Attorney (who is one of the 3 founders) said that they are inviting a few other service providers (including me) to give proposals and negotiate with their business before it becomes open to investors in the next few months. He explained that they wanted me to be one of those contractors. He explained that the way this works is that I would be give a proposal, and based on their "initial valuation" of the company at $500,000, that my initial service contract fee could be paid to me as equity against that $500,000 total cost of company. So, if my service contract for writing their curriculum was for $10,000, I would receive 2% of their business initially for fulfilling that contract. Further, he explained that because they are very interested in me to remain a "partner" going forward, that I would be offered an "option pool," which would allow me to buy equity by forgoing payment, at a significant discount over the public. He loosely threw out the number of 25% of the equity's true value as a possibility, which I guess is based on the assumption that once their expected investors come in, that the "estimated value" of the company goes up significantly from $500,000.One clear point of disagreement was when he suggested that he would assume to value my hourly worth for these agreements at my hourly rate as calculated from my full time salary presently as a teacher (which may come to about $38 / hour or so). I told him that I am a career changer, who before several years ago, ran my own I.T. company, for which I charged $95 per hour for computer network administration, and still do occasionally, where I earned and still possess a PMP certification. I also now earn a very generous teachers pension, which is not taken into account when calculating my worth based on annual teacher's salary. Furthermore, I am also presently enrolled in a Masters in I.T. at a major U.S. business school, taking MBA and graduate computer science classes, updating those skills so that I can continue to be contracted for similar rates for I.T. related work, which is relevant to my value to their business, though they are primarily looking to me at this point to write their curriculum (which relates at least as heavily to my education background). The purpose of that line of reasoning is my belief that I am worth significantly more for projects or any position outside of my school job than what I am paid at my school for a job I love but am perhaps more than qualified.He responded that my full time job makes me unavailable to attend meetings or for immediate needs for the business, which also lowers my value over a full time consultant. That's where the conversation ended.How should I consider moving forward with negotiations? They are clearly very interested in a follow-up meeting. Thanks so much for your advice

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INFOLAWYER

Attorney

Juris Doctor.

41,508 satisfied customers
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