Page 104 - AVN September 2017

WHO’S WHO
(Continued from page 42)
because they have different objectives and stations in life. Kind of like Congress! You try to
keep the business alive while they fight with each other about what to do with the business.
The solution to that dilemma, and the solution to most of the other problems that can
arise, comes from the documentation created at the time of creating the entity, the so-called
“subscription agreement” and the bylaws (for a corporation) or operating agreement (for an
LLC).
Such documentation should allow for what happens, among other things, when one of the
partners dies. The easiest provision is to include a restriction on the alienation of shares so
that, if your partner dies, you have the first right to buy out the stock from his or her estate.
That may sound easy, but what if you don’t have enough money? Example (another true
story): One of the partners in a thriving business dies. The documentation has a first-refusal
right for the surviving partner. However, the business is so successful that there is no way the
surviving partner can afford to buy out the deceased partner’s heirs.
ANYONE WHO OPERATES A BUSINESS AS A
GENERAL PARTNERSHIP OF INDIVIDUALS
EITHER IS A MASOCHIST OR HAD SOME
REALLY BAD BUSINESS ADVICE.
There are other things that can be done to avoid problems. The
paperwork should include mediation and arbitration provisions so as to
streamline disputes and keep them confidential.
Know this: Business divorces are a mess—always. If they go to court
rather than arbitration, then there is the problem of all of the company’s
information going public. Do you really want the world knowing your
customer lists and pricing? There are ways to protect that in litigation;
but it is expensive, difficult and not always successful.
Sometimes a partner will just come in one morning and say, “I’m
leaving. The business is all yours.” Well, that solves the problem of
fighting over the spoils. But leaving for what? Unless the partner
is retiring, it’s probably to start a competing venture or work for a
competitor. That brings about significant problems with trade secrets,
which will be the topic of next month’s column.
The moral of this story is this: Having a partner is not always the
best idea. Many circumstances arise where two potential “partners”
get together: a money person and an operational person. The “money
person” means just as it sounds; the “operational person” is the one
who knows the technical parts of the proposed business.
Here’s an important message to the “money person”: Hire the
operational person as an employee on a “percentage of profit” basis,
rather than making a partnership, which is the lesson from the above.
Now, be careful about calculating percentage of profit. Many lawsuits
arise over that calculation. So, the deal needs to be percentage of
revenue minus specific things (rent, phone, salaries, etc.). Expenses can
add up with things like cars and customer dinners, which cause fights.
Ask an attorney who knows how to do this stuff.
The solution to that is commonly called a “buy-sell agreement,” and here’s how it works:
Suppose partners A and B each own 50 percent of a business. What they do is agree on the
value of that business, which itself is a difficult proposition and well beyond the scope of
this article. (The process considers not only assets and liabilities, but also what is called “the
value of a going concern.”) The partners then make an agreement that if one of them dies, the
surviving partner will buy the deceased partner’s interest in the business for half of the agreed-
upon value. How can he/she pay for it? The partners each buy life insurance on each other in
the amount of half the business, with an agreement that the proceeds will be used to buy out
the deceased partner’s share. That way, the heirs—who have no interest in inheriting a chunk
of a business that they had nothing to do with—get what they want, which is money; and the
surviving partner gets what he/she wants, which is total ownership of the business without
interference from heirs.
Clyde DeWitt is a Las Vegas and Los Angeles attorney, whose practice has been focused
on adult entertainment since 1980. He can be reached at clydedewitt@earthlink.net.
More information can be found at ClydeDeWitt.com. This column is not a substitute for
personal legal advice. Rather, it is to alert readers to legal issues warranting advice from
your personal attorney.
Saya Song
(Continued from page 22)
me down because I can actually change that myself by
making my own content.”
She notes that some older people still have
the mindset that “tattoos are trashy,” and certain
companies “will only shoot an Asian girl for an Asian
movie and don’t understand that you can put an Asian
girl in a movie that’s not Asian themed and it can
still be a good movie—it doesn’t have to be an Asian
fetish.”
Among her favorite scenes prior to the showcase,
Song said, were with Marcus London for Asian Strip
Mall Massage 2 (Devil’s Film), with Prince Yahshua for
My First Prince (ArchAngel/Girlfriends Films) and a web
scene with Gage Sin for BurningAngel.com.
She’d also like to branch out into more girl/girl
scenes. “I haven’t worked with many girls. I feel like
I mostly get booked for boy/girl stuff. I’ve only been
booked for a couple of girl/girl/boy scenes. Morgan Lee
is one I’ve worked with; she’s a great performer and
she’s gorgeous. I’d love to work with her again. And
there are other girls I would love to work with whom
I haven’t yet. Charlotte Sartre is one—just because
she’s really cute and goth and she does all the butt
stuff. We’d probably be perfect together. I think Holly
Hendrix is really cute and her performances are great.
Katrina Jade, I’d love to work with her. She’s a great
performer.”
Another thing she’s looking forward to doing is a
suspension bondage gangbang. Plus, she added, “I
would love to work with Mason, Axel Braun and Bryan
Gozzling, to name a few.”
Book Saya Song through Society 15. Follow her on
Twitter at @xosweetsaya.
104 | AVN.com | 9.17
Joey Kim
(Continued from page 24)
started it all. I had no intention of really becoming a performer.”
She next signed up for circus classes.
“Because I wanted to be stronger so that I could beat some people up if I had to. I never had to beat anyone
up, fortunately,” Kim jokes. “But I did get a lot stronger and I started feeling a lot more confident in myself
and I started putting my knowledge of performance art into my shows because it is very performative. Once
the camera is on you’re talking to your audience and you’re entertaining them.
“So it was great. It just went hand in hand, the photography, the dance. It was almost like the perfect
marriage of the two with my camming. So I ended up doing a lot more striptease performances and dancing.”
She launched the first version of JoeyKim.tv in 2013.
“It kind of went through different versions, where I’d just completely toss it out and start new because
I wasn’t happy with something about it. And I’ve always been like that kind of, so the current JKTV was
launched in October two years ago,” Kim says.
Her next stop is Europe, where she recently relocated. She plans to work closely with a freelance production
crew that contributes adult-themed projects to companies such as Playboy, X-Art, Brazzers and WowGirls.
“We’re all kind of homeless, no-home wanderers of the world. So we work together and we are like a family,
like a little porn-creating family,” Kim says. “I am behind the scenes doing a lot of the work for either styling
or makeup. It’s always changing—story-boarding, conceptualizing, set design, things like that.
Kim says several refinements are underway with her site, including a new tipping system that will be similar
to a cryptocurrency.
“We’re going to have more photosets,” she says. “Now that I have people working with me it’s a lot easier
to produce what I want when I want it. So it’s going to keep getting better I think.
“We also have a lot of secret projects happening as well that are not ready to be talked about yet. But there’s
a lot happening that is going to be really exciting this year I think.”
Kim usually cams three times a week on JKTV and recently returned to doing one show a week on MFC. In
past years, she has reserved the month of August for running for Miss MFC.
She says the best part of her journey so far has been “the people I’ve met.”
“I went from being a really lonely person and feeling like I was undeserving of love because of my
occupation to surrounding myself with like-minded people who are incredibly open-minded and loving,” Kim
says.
“And that I would say is the most rewarding because I think for me that is when I’m the happiest—to be
around these people who make me feel accepted and surrounded by creative, inspiring, sexually liberated
women and men. To be in that space is just a great feeling.”