The High-touch Legal Services® Blog…for Startups!

© 2009-2015 Dana H. Shultz, Attorney at Law

May a Minor Form an LLC?

Photo of cheering children, symbolizing "May a minor form an LLC?This post – asking “May a minor form an LLC?” – is a companion to May a Minor Form a Corporation?

I have been wanting to write this post for more than two years, ever  since writing the corporation post referenced above. However, as  explained further below, I felt uncomfortable doing so because I was  somewhat unsure of the answer. (more…)

Fraudulent Takedown Notice Leads to $25,000 Judgment

Logo for WordPress, which won a lawsuit about a fraudulent takedown noticeEarlier this month, the U.S. District Court for the Northern District of California ordered the author of a fraudulent takedown notice under the Digital Millennium Copyright Act to pay more than $25,000.

U.K. Student Journalist Oliver Hotham has a blog on WordPress.com, which is operated by San Francisco-based Automattic Inc. (more…)

Why do legal documents use Shall rather than Will?

Logo for Quora, where Dana Shultz answered a question about using Shall rather than WillThis post, about why many legal documents use Shall rather than Will, is based on a Quora answer that I wrote. See Why was “should” substituted for “would” in the 1800s? For example, why did people say, “I should like to have some pie” rather than “I would like to have some pie”?

Future Tense – Shall vs. Will

Although few people other than linguists are aware of the following, proper use of shall or will in the future tense depends on whether the subject is the first, second or third person. For example: (more…)

Telling Facebook Friends Means Telling the World

Facebook logo for post about disclosing information to Facebook friendsThis post explains something that we all should know intuitively. If you disclose information to your Facebook friends, you potentially have disclosed it to the entire world.

Matthew Richard Palmieri was a contractor for the United States. He lost his industrial security clearance after the government investigated certain of his activities.

Palmieri brought suit (without a lawyer) against various government agencies and officials in the United States District Court for the District of Columbia. The suit identified 30 ways in which the defendants allegedly violated his rights. (more…)

Je Suis Charlie

"Je Suis Charlie" at top of Charlie Hebdo homepage

Charlie Hebdo homepage, announcing that the next issue will be published on Tuesday, January 14

Je suis Charlie (French for “I am Charlie”).

This post supports freedom of expression, generally, and more particularly Parisian satirical weekly Charlie Hebdo, which was the victim of a massacre by Islamist radicals on January 7, 2015.

Being a bit of a francophone and francophile (see Paris: What a Difference a Decade Makes), and having relatives in Paris, I feel it is especially important to join millions of people throughout the world proclaiming that we value freedom of speech and that we will not be intimidated by thugs. (more…)

Should I Form Separate Legal Entities for Different Lines of Business?

Sign for a forked road, symbolizing separate legal entitiesThis post discusses whether one should form separate legal entities (corporations or limited liability companies) for different lines of business.

I am writing this post because I have seen this type of question online many times. The most recent occurrence was on Avvo. See Should I set up a subdivision or have a LLC or corporation own another LLC? (more…)

How to Dissolve a Delaware Corporation or LLC

Seal of the Delaware Division of Corporations, symbolizing this post by Dana Shultz about how to dissolve a Delaware corporation or LLCThis post discusses how to dissolve a Delaware corporation or LLC (limited liability company) – i.e., how to terminate the entity’s existence.

For information about dissolving California entities, see How to Kill Your Company when that’s the Only Choice. (more…)

What are Repeated and Successive Transactions?

Seal of the California Secretary of State, with which a foreign entity must register once it enters into repeated and successive transactions within the stateIn Doing Business in CA? Be Sure to Register, I discussed when a foreign entity must register to do business in California. The test is whether the entity has transacted intrastate business, i.e., has engaged in repeated and successive transactions of business within the state. This post explores the meaning of “repeated and successive transactions“.

Repeated and Successive Transactions” Not Defined

The term “repeated and successive transactions” appears in Corporations Code Subsection 191(a). Unfortunately, that term is not defined. However, another portion of Section 191 provides a bit of help. (more…)

Who Is Bound by a Pre-incorporation Contract?

Logo for Avvo, where Dana Shultz answered a pre-incorporation contract questionThis post about entering into a pre-incorporation contract is based on a question I answered on Avvo. See Can I legally speak as my company in things like terms & conditions if I have not officially registered the company yet?

The term “pre-incorporation contract” properly should apply only to corporations, because that is the only type of business entity that is incorporated. Other types of business entities, such as limited liability companies (LLCs), are formed, rather than incorporated. However, as is discussed below, a pre-formation contract (in California, at least) is treated like a pre-incorporation contract. See 02 Development, LLC v. 607 South Park, LLC . (more…)

Fraudulent Email Prohibitions Supplement CAN-SPAM

Cover of the California Business and Professions Code, which has a section about fraudulent emailIn Commercial E-mail and CAN-SPAM: What You Need to Know, I discussed how the federal CAN-SPAM Act makes commercial email more truthful, more transparent and more avoidable. This post addresses how California law concerning fraudulent email supplements CAN-SPAM.

In particular, this post discusses preemption, by which, under certain circumstances, U.S. federal laws can invalidate state laws that address a given subject matter. (more…)