Follow up response from Steve Borock

[Aman619]

Let me throw this out there:

 

"Some work permits allow a foreign citizen to work only for a sponsoring employer. Such work permits generally do not enable a foreign citizen to also work for a new, unrelated company formed by the foreign citizen. The foreign citizen would need to obtain a separate work permit to work for the new company."

 

http://www.immigrationvisausa.com/FormBusn.html

 

So, let's say - and I am SPECULATING here:

 

- Chris wants to form a company. CCG wants to back it.

- Lawyers say Chris can't form a company without changes to his paperwork or unless he becomes a citizen. (Either that or he can leave the USA and move back to Canada and form the company, but then CCG can't be a part of it, or if they can, it still means Chris is now back here in Canada and he's no longer available to CGC as a resource on restoration.)

- Decision is made. CCG will form the company in Florida and Chris will become a citizen or request a change in his status. Chris is too valuable a resource to lose. Moving forward means two things: Chris goes to immigration/citizenship office to change his status and CCG files the paperwork for the creaton of the new LLC.

- Since Chris can't be used right away the forms for filing the LLC need a third name. Steve is used as the third name - a placeholder if you will - with the expectation that Chris' name will eventually go on the forms when he becomes a citizen or has his new paperwork approved.

 

makes sense. BUT!-----

 

Steve B showed up here in seconds to refute his name on the filing. But in the many hours since the paperwork was posted, no Steve to point out the legal technicality you so creatively put together. Sorry.

[esquirecomics]

For what it's worth, I have seen errors like this before. The cause is typically a sloppy attorney using an old form used by the parent company to create a subsidiary, and then reused by the same attorney to create a later subsidiary. It is sloppy lawyering, but it does happen occasionally. I am sure that Tim Hui has seen this happen before since he spent so many years on the transactional side.

Thank god some rationality has finally been introduced in this new tangent. It's incredible how bent out of shape people are getting over something that is probably a clerical error, all because they don't know how the process works.

 

First, let me say that there is nothing awe inspiring or momentous about creating a corporation, limited partnership or LLC. It is just processing paperwork, and generally only one signature is needed. I have created many corporate entities for Fortune 500 companies with brand name execs and directors on the boards of the newly formed entities, and I bet NONE of these people had a clue that they were a director/manager of the new entity until someone stuck a board resolution in front of them and asked them to sign.

 

I would be willing to bet that what Scott has described is exactly right. They needed to create a new Florida LLC with a lot of the same details as an existing Florida LLC--like Comic Guaranty, LLC. So someone pulled out CGC's LLC incorporation form and just duplicated it for PCS, but forgot to check whether the managers would all be the same. It's not a big deal, it takes one filing to correct the error. I believe that Steve had no idea he was listed as a manager, and his consent or signature was never needed during the incorporation process.

 

Should someone have been more diligent? Sure. But mistakes happen like this all the time.

 

That is all well and good Tim, and certainly could explain Steve's response that the inclusion of his name was in error. Of course, I would be very interested in seeing whether Steve is listed on CGC's incorporation forms to support this theory.

 

And so you are willing to assume that Eichenbaum was either so sloppy or incompetent that he didn't take two seconds to glance at one piece of paper before he signed it? Doesn't say much for him and his company then.

[tth2]

I'm not sure that screen is any different. It looks like it is just picking up the fact that Steve is listed as an officer of PCS on the corporate filing form, i.e., referring back to the same document.

 

If he is indeed an officer of PCS what are your thoughts. Should he have disclosed this when he made the annoucement about PCS on these boards. Does this raise any conflicts of interest or at least perceived conflicts of interest. Does Steve/CCG/CGC even care if it does?

 

It confirms to me why Steve has gone out of his way to shield Friesen from any speculation on these boards. First because he was an employee of CGC and now possibly because they are potentially business partners.

Please. Enough. You guys are reading way too much into this, okay?

[nearmint]

Please. Enough. You guys are reading way too much into this, okay?

 

What about the secret sauce thing. Overreacting on that one, too?

[PovertyRow]

Please. Enough. You guys are reading way too much into this, okay?

 

What about the secret sauce thing. Overreacting on that one, too?

 

Secret Sauce is cool!

[esquirecomics]

If that registry is correct that is hilarious. What next.

 

I'm not sure that screen is any different. It looks like it is just picking up the fact that Steve is listed as an officer of PCS on the corporate filing form, i.e., referring back to the same document.

Come on, Mark, from you I would expect better.

 

A "manager" in a LLC is not necessarily an officer. It's the equivalent of of the board of directors of a corporation. So a "manager" of a LLC might very well not have day-to-day responsibilities.

 

I appreciate the presumption that I should know this, but quite candidly I know very little of corporate law. I took one class during my second year of law school back in 1990 and because it was a 9 am I usually never went.

 

In any event, I was operating under the assumption that we were talking about directors anyway, but you'll just have to take my word on that.

[Kevin Boyd]

makes sense. BUT!-----

 

Steve B showed up here in seconds to refute his name on the filing. But in the many hours since the paperwork was posted, no Steve to point out the legal technicality you so creatively put together. Sorry.

 

As I said, I'm just speculating.

 

But so are you... Steve didn't offer up any explanation except to say that it shouldn't be there and that he was going to have it removed.

 

People are speculating as to why Steve's name was there and not Chris'. I wondered if maybe there was a specific reason why Chris couldn't be on there when the paperwork for the new company was filed 7 months ago and that's what I found, so I threw it out as a possible explanation. Sure, I'm just guessing. It's a lot more reasonable in my mind than some of the more insidious scenarios I've seen proposed here.

[tth2]

I believe Steve when he says he has nothing to do with PCS; he has never lied to me, and I don't think he has a pattern or practice of deceit. BUT, it doesn't change the fact that he is listed as a manager of the LLC in the articles of organization. (Note: there has been ample time to correct the information if it were incorrect.)

A lot of times no one will notice an error until there is a reason to, e.g., someone needs to pass a resolution and then they realize that the directors are not who they expect.

[nearmint]

Alright, I'm going to bed before I get any goofier.

 

You right-coast people have no excuse for still being up. Your wives went to bed hours ago. They're cold and lonely.

 

Nite.

[tth2]

Are we to believe that Eichenbaum, a major corporate businessman, did not review the document before signing it?

Earth to Mark, hello?! Of course he might not have reviewed it before signing it. I've got documents with signatures from Fortune 500 CEOs and chairmen that they had no clue what they were signing. That's why they hire lots of managers and staff, to make sure that everything is right for them to sign.

[esquirecomics]

Are we to believe that Eichenbaum, a major corporate businessman, did not review the document before signing it?

Earth to Mark, hello?! Of course he might not have reviewed it before signing it. I've got documents with signatures from Fortune 500 CEOs and chairmen that they had no clue what they were signing. That's why they hire lots of managers and staff, to make sure that everything is right for them to sign.

 

Great. Its working real well for them.

[tth2]

Are we to believe that Eichenbaum, a major corporate businessman, did not review the document before signing it?

Earth to Mark, hello?! Of course he might not have reviewed it before signing it. I've got documents with signatures from Fortune 500 CEOs and chairmen that they had no clue what they were signing. That's why they hire lots of managers and staff, to make sure that everything is right for them to sign.

 

Great. Its working real well for them.

You know what I mean. There simply aren't enough hours in the day for a senior exec at a huge company to read everything he's asked to sign. He should UNDERSTAND what he's being asked to sign, but shouldn't have to read it in detail. Of course, I don't put Eichenbaum in that echelon, but the fact is lots of people don't like to read the fine print.

[greggy]

Although I am more of a pepsi guy anyway.

 

And suddenly the clouds parted, and it became so readily clear to me why we seem to lock horns again and again and again...

 

Pepsi [embarrassing lack of self control].

 

Coke-Cola Rules!!

 

[esquirecomics]

Are we to believe that Eichenbaum, a major corporate businessman, did not review the document before signing it?

Earth to Mark, hello?! Of course he might not have reviewed it before signing it. I've got documents with signatures from Fortune 500 CEOs and chairmen that they had no clue what they were signing. That's why they hire lots of managers and staff, to make sure that everything is right for them to sign.

 

Great. Its working real well for them.

You know what I mean. There simply aren't enough hours in the day for a senior exec at a huge company to read everything he's asked to sign. He should UNDERSTAND what he's being asked to sign, but shouldn't have to read it in detail. Of course, I don't put Eichenbaum in that echelon, but the fact is lots of people don't like to read the fine print.

 

I know Tim, but seriously look at the document in question. We are not talking about boring, standarized language that goes on and on that we all ignore in real estate documents, incorporation papers, etc. There is no fine print.

 

It was one single piece of paper with three names on it! And he literally had to look at the names to affix his signature.

 

But enough for now. The ball is in their court.

[divad]

I believe Steve when he says he has nothing to do with PCS; he has never lied to me, and I don't think he has a pattern or practice of deceit. BUT, it doesn't change the fact that he is listed as a manager of the LLC in the articles of organization. (Note: there has been ample time to correct the information if it were incorrect.)

A lot of times no one will notice an error until there is a reason to, e.g., someone needs to pass a resolution and then they realize that the directors are not who they expect.

 

Perhaps you should read all of my posts on the topic . . .

[JiveTurkeyMoFo]

If anyone sees this man, tell him that phoney smile can't disguise his wicked, deceitful ways...

 

 

Mmmm...Jack in the Box Ultimate Cheeseburger.....

 

Arteries clogging at the mere thought....

[JiveTurkeyMoFo]

Since this thread seems to contain a fair amount of speculation, I wanted to try my hand. With apologies to Steve B and the good folks at CGC:

 

**DISCLAIMER** This is pure, unadulterated speculation. It is being pulled out of my and is not based on any facts whatsoever. Take it for what its worth (i.e., nothing).

 

What if it were found that Ewert had been a client of PCS and had a fair number of his books pressed by them in the past year? And in the process, his trim jobs got past not only the CGC restoration detector (now Paul Litch), but also Chris F during the evalutation and pressing process?

 

Would it be the PR nightmare of nightmares to try and explain how the super secret paper conservation company you set up exclusively for select clientele, to possibly enhance the grades of their submissions through pressing, and led by your former restoration expert, was in fact abused and taken advantage of by the now-pariah of the comic hobby? That you not only did the standard business of submissions with him, but in fact rolled out the red carpet and made him part of the "select few" who could benefit from PCS, only to realize too late he had been taking advantage of his elite status in ways you couldn't imagine?

 

Just idle speculation at 5:00 AM in the morning....

[AussieRuss]

I was reading the Wall Steet Startup Journal today & came accross this article. It is several pages long but here is an interesting paragraph.

 

By CONOR DOUGHERTY Dated October 3 2005

Staff Reporter of The Wall Street Journal.

 

CGC does not indicate on its ratings when comics have been pressed. Steven Borock, CGC's president and primary grader, says that's because it's impossible to tell whether a comic has been professionally pressed (as opposed to, say, stored under a stack of encyclopedias). And unlike replacing staples or using markers to disguise creases, he says, pressing does not change the comic's composition. "When you're buying a used car, do you say to the guy, 'Hey, did you wash this?' " says Mr. Borock.

 

But because pressed comics can get higher grades -- potentially adding thousands of dollars to the most expensive comics' values -- critics say CGC's policy encourages sellers to press comics without disclosing it to buyers. Sparking further controversy: A company with some of the same owners as CGC, in the same Saratoga building, is launching its own restoration service, including pressing. Some collectors say the development has the potential to lead to more pressed comics and less transparency about each comic's life span. "To me, that is a conflict of interest," says Brent Moeshlin, owner of Quality Comix, a comic-book dealer in Montgomery, Ala.

 

 

Interesting reading.

 

Russ...

[tth2]

I believe Steve when he says he has nothing to do with PCS; he has never lied to me, and I don't think he has a pattern or practice of deceit. BUT, it doesn't change the fact that he is listed as a manager of the LLC in the articles of organization. (Note: there has been ample time to correct the information if it were incorrect.)

A lot of times no one will notice an error until there is a reason to, e.g., someone needs to pass a resolution and then they realize that the directors are not who they expect.

 

Perhaps you should read all of my posts on the topic . . .

I was wading into this thing after there were already 120 new posts , so I was replying as I made my way through rather than going through all first, which is what I normally try to do.

 

The thing is I am drawing on my own experience and the fact is I could see this type of error being made and then not being detected for quite a while.

[oldmilwaukee6er]

Bang! Pow! Cash!

Comic-Book Prices Soar

By CONOR DOUGHERTY

Staff Reporter of The Wall Street Journal.

From The Wall Street Journal Online

 

To raise $50,000 to help start his San Francisco law firm, Scott Bonagofsky parted with some of his most valuable possessions: early issues of "The Amazing Spider-Man" and "Fantastic Four" comic books. "It was better than I did in the stock market over the last five years," he says.

 

Prices of comic books are going up, up ... and away! A near-perfect "Action Comics" No. 1, the book that launched Superman, lists for $485,000, up from $200,000 five years ago. Heritage Galleries & Auctioneers in Dallas sold a "Marvel Comics" No. 1 -- the debut of the Human Torch character -- for $172,500, an auction record. Since moving into the segment in 2001, Heritage has seen comic books rise to account for $15 million in annual sales.

 

As the market for these comics has expanded, it has created a niche for companies that rate comics -- which, in turn, has helped shore up collector confidence and boost prices further. At a time when many sales are made over the Internet, this has made it more difficult to sell restored comics as untouched, giving the segment more accountability.

 

The primary grading outfit is Comics Guaranty LLC, or CGC, a five-year-old company in Sarasota, Fla. CGC charges collectors $15 to $1,000 to rate a comic on a scale of 0.5, a ratty version, to 10, a pristine copy. Latex-gloved inspectors work in a temperature- and humidity-controlled room, assessing damage and checking for signs of restoration, such as new staples or color touch-ups. The comic is sealed in a clear plastic case with a label indicating its official grade. (Books that have been restored are given a purple label -- collectors call it the "purple label of death" -- which can severely reduce prices.)

 

Dents and Creases

 

While collectors generally applaud the rating standards, some resent that steep price increases have attracted investors to a field once limited to collectors drawn to the art and stories. Another complaint is that collectors are seeking higher grades by putting their comics through a heat and pressure process, called "pressing," that smooths dents and minor creases from a comic's cover. Some collectors consider pressing a form of restoration, similar to adding color or fixing a page tear. These critics say there's nothing wrong with fixing up comics, as long as it's flagged before a sale.

 

CGC does not indicate on its ratings when comics have been pressed. Steven Borock, CGC's president and primary grader, says that's because it's impossible to tell whether a comic has been professionally pressed (as opposed to, say, stored under a stack of encyclopedias). And unlike replacing staples or using markers to disguise creases, he says, pressing does not change the comic's composition. "When you're buying a used car, do you say to the guy, 'Hey, did you wash this?' " says Mr. Borock.

 

But because pressed comics can get higher grades -- potentially adding thousands of dollars to the most expensive comics' values -- critics say CGC's policy encourages sellers to press comics without disclosing it to buyers. Sparking further controversy: A company with some of the same owners as CGC, in the same Saratoga building, is launching its own restoration service, including pressing. Some collectors say the development has the potential to lead to more pressed comics and less transparency about each comic's life span. "To me, that is a conflict of interest," says Brent Moeshlin, owner of Quality Comix, a comic-book dealer in Montgomery, Ala.

 

Scott Schechter, marketing director for Certified Collectibles Group, an umbrella organization under which CGC and other collectibles ratings and preservation companies operate, say each company is set up as an independent entity to avoid conflicts. "The graders don't know whose books they're grading," he says.

 

Some collectors are touting "press free zone" on their Web sites, and even some pressers are taking a stand. Susan Cicconi, owner of Restoration Lab, a comic-book restorer in the Boston area, says she stopped pressing comics -- at $75 to $250 each -- when she suspected that some of her clients were selling comics without disclosing the process. "It was a ton of revenue for me, but I just really felt it was unethical," she says.

 

Old Lunch Boxes

 

The increasing interest in comic books taps into a retro craze that has seen collectors bid up prices of everything from vintage lunch boxes to 1960s muscle cars. It comes as Hollywood has continued to find success with comic-book characters: This summer, "Fantastic Four" brought in about $154 million in domestic box-office revenue, according to Box Office Mojo, while the latest installment of the Batman movie franchise, "Batman Begins," took in $205 million.

 

Bryan Yagi, an administrative judge in San Francisco who has been collecting for decades, says some of the fun got sucked out of the hobby when speculators came on the scene. They've "jacked up Action One into the six figures, and they don't really care," he complains, referring to the first comic to feature Superman.

 

Few vintage comics, of course, are in perfect condition: After all, "Tales From the Crypt" or the adventures of Wonder Woman were disposable stories bought by consumers on bicycles, in an age before Americans routinely saved ticket stubs or theater programs. Most of the best copies have been identified by collectors, and the most valuable comics, such as first-edition Superman and Batman books, are usually from known collections that have been sold and resold over the past few decades. The result is that prices at the high end have skewed: A near-mint copy of "The Amazing Spider-Man" No. 1 is valued at $32,500 by The Official Overstreet Comic Book Price Guide, compared with $875 for a copy in good condition.

 

For Mark Zaid, what began as a stack of memories has become a hefty nest egg. The Washington, D.C., lawyer began collecting when he was about seven, buying copies for 20 cents each. He returned to collecting in adulthood and today he has an insurance policy on his comics, stores most of them in protective casings, and keeps the priciest copies, worth more than $100,000, in a safe-deposit box. When Mr. Zaid wants to read about the Green Lantern in "All-American Comics" No. 16, he doesn't turn to his $30,000 copy, but a book of reprints he bought for $20. "It's not just collecting," he says. "It's investing."

 

Email your comments to sjeditor@dowjones.com.

 

--October 03, 2005