Great synopsis. Pie in the sky idea:
What if each limited partner had a TBL pinball represent their units of the LLC (i.e. the equivalent of customers of a C-Corp) and the group of general partners be the ones that run the company and make the game ? The units distributed to the limited partners are the pinball machines. Perhaps State/Federal law requires that units be non-physical entities, just asking. If it doesn't require this (probably varies by state), then the limited partners could vote on the way the pinball is designed in the same way that non-physical unit holders vote on the direction of the company.
why is John Goodman being a holdout for licensing ? He doesn't strike me as being a Michael J Fox/David Copperfield type of guy.
Quoted from iceman44:
Wow, a whole lot has transpired since I've been able to view the amazingness of this thread.
First thing, to clear it up for everybody, here is the difference with who is liable for what:
What DP USA should have is an LLC taxed as a partnership, they can share profits and losses disproportionately to their ownership %'s, certainly an enticement for any "new owner" coming on board.
With an LLC, depending on the state law, all you can get is what's called a "charging order" against the member's interest. What that means is that they don't get squat, other than a K-1 and the profits that go along with it, WITHOUT the cash to pay the taxes, thus, the best asset protection vehicle out there.
With a C corp or an S corp the creditor gets to step into the shoes of the shareholder and "take over" the operations of that ownership %, voting privileges, etc.
As for PERSONAL LIABILITY, there is no liability with any corporate entity from a personal standpoint UNLESS the creditor is able to pierce the corporate veil, no matter what type of entity it is.
You pierce the veil by the owners NOT following the corporate formalities, shareholder meetings, proper accounting practices, etc....
In a "partnership" the liabilities are "joint and several".
They should shut down DP USA, Inc., distribute the deposits back to the original depositors, file the articles of dissolution, get a certificate of good standing from the comptroller and it could be done tomorrow.
Then DP should set up a proper entity here in the US, as an LLC, with Roger or whomever as partner and move the fuck on. It's really not that F ing hard and can be done in a few days.
Give Phil a promissory note for what he's "out of pocket" and be done with it.
Next, before anybody dropped another DIME into this project, i would expect a "trust account" to be set up with monthly accounting and full disclosure to all the owners as to how the funds are being spent.
Make sense? Really simple yet transparency seems to be taboo with pinball.