Questions tagged [corporate-law]
The body of law about corporations, including mergers, acquisitions, corporate governance, corporate liability, finance, and bankruptcy. The fact that a question involves a corporation does not make it a corporate law question.
262
questions
2
votes
1answer
23 views
Confusion about by-laws, unanimous member agreements, and appointment of directors in Canadian not-for-profit organizations
The starting point for my question is this by-law for a not-for-profit organization in Canada (the by-law is about the make-up of the board of directors):
"(b) A majority of the Directors must ...
0
votes
0answers
10 views
What is the difference between SEC Form 8A to form 8A-12B [closed]
I currently follow a company (DTST) in progress to be listed on the Nasdaq Capital Market (previously traded on the OTC).
On their SEC filings, there is the following:
On the left, the Form type ...
-1
votes
0answers
16 views
Why do companies need to file form 8A?
I currently follow a company (DTST) in progress to be listed on the Nasdaq Capital Market (previously traded on the OTC).
After filling the S1 report with multiple amendments, they also recently filed ...
1
vote
0answers
27 views
Are there any European Commission decisions on the duration of the non-compete clause?
Do you know any examples of European Commission decisions on the duration of the non-compete clause/obligations in corporate law? I mean contracts when this non-compete clause was too long according ...
7
votes
5answers
326 views
Can a company officially decide to break the law since the penalty for breaking it is cheaper than following it?
For example imagine a company in Washington that needs a temporary building for its workers to live in during the summer. Instead of bothering with permits, they rapidly construct a dormitory for ...
1
vote
2answers
68 views
Are most major lawsuits against corporations filed in federal courts in the U.S.?
My impression is that this is true, but I am not sure. By "major", I meant lawsuits that potentially lead to large sums in damages.
If you have any hard statistics to share, please do!
-1
votes
1answer
26 views
Geographical Protections
For a small Non-profit business, if you want to include a Geographical Region as part of your business name, then is it a Legally Enforceable requirement that the business has ties to the region (e.g. ...
2
votes
2answers
172 views
Are companies at sexual discrimination risk for using whiteboard interviews during the job interview?
Background
Currently, many companies hiring software development engineers use a whiteboard algorithms interview technique. This involves asking the job candidate to code a solution to an algorithm ...
0
votes
1answer
25 views
Are there databases that collect historical state and local government-initiated lawsuits against corporations?
For instance, this database collects federal lawsuits against corporations.
Is there an equivalent one that collects state and local government initiated lawsuits?
1
vote
1answer
80 views
What is the advantage of having a legal domicile in the Caymans?
I was researching corporate structures and stumbled upon a large Chinese company called SMIC. They are legally domiciled in the Caymans. I was wondering what the advantage for them to have a legal ...
1
vote
1answer
35 views
Who holds legal rights to manage a fund's money?
Scenario:
Bob, Larry, and Curly want to invest their money together. Bob will be the active investor and Larry and Curly will only contribute capital. They set up two companies: Company M (...
0
votes
1answer
91 views
Why big corporations do not include the copyright notice into their WEB [HTML] code?
One of the first things that I learned when writing code was to copyright it. As far as I know, the things to do are:
Create a license file that describes the copyright and lists the
software files.
...
1
vote
2answers
61 views
Does statute prescribe algorithm for calculating quorum?
Does Florida Condo Law FS718 or any relevant statute provide guidance as to how to determine the minimum number of Florida condo board directors must be present for a meeting if a 5 seat board has ...
1
vote
2answers
190 views
My bank sold a local branch to another bank, including my accounts, without my permission. Is that legal?
My bank sold a local branch to another bank (in the state of Wisconsin, United States of America), including my accounts, without my permission. My first knowledge of it was that my debit card was ...
1
vote
1answer
58 views
Compliance of .eu domain names post-Brexit
I am a sole-trader who operates purely in the UK, and I also have a corresponding (dormant) Limited company on 'Companies House'. I have both .com and .co.uk suffixes. I also have .eu suffix, and ...
-1
votes
1answer
101 views
If a director of a private limited company in India dies, will their spouse get the profits of the company later?
If I am a director in a private limited company in India with a friend, and I die after some years, will my wife get the profits of the company?
2
votes
1answer
88 views
Must a person obtain a license from console manufacturer before making a game for it? What was different in the 80s?
In this YouTube video around 2:30 it is stated
There was no way to stop another company from making a game for your
system.
and
Unlike now where you have to obtain a license to make a game
legally ...
1
vote
1answer
58 views
US citizen incorporating a company where he won't work and hiring an H1B as the CEO
Can a US citizen incorporate a company where he won't work and hire an H1B visa holder as the CEO?
0
votes
1answer
42 views
Do startups pay taxes on venture funds?
The corporate tax rate in Delaware is 8.7%. The federal corporate tax rate, which startups likely don't have the faculties to avoid paying, is 21%. If I'm a startup incorporated in Delaware, and I ...
2
votes
2answers
96 views
If a public pharmaceutical company came up with a cure for a serious disease, is it possible they could not legally make it available?
Publicly traded companies, for better or worse, have legal obligations to their shareholders.
If a publicly traded pharmaceutical company could make more profit for their shareholders by selling a ...
1
vote
1answer
62 views
What happens when a Canadian not-for-profit organization does not comply with its own by-laws?
When I search "by-law Canada" in Google, everything I get is about "municipal by-laws" such as as the first result which is the website of a law firm that explains what municipal ...
4
votes
1answer
250 views
What happens to a dissolving corporation that cannot afford to pay its franchise tax fees?
What happens to a corporation, or any of its executives, when that corporation is dissolving but has unpaid state franchise tax fees that it does not have the assets to pay? Can these corporation ...
1
vote
1answer
173 views
Anti-monopoly laws in the United States and Google
I am trying to understand what are the circumstances under which a corporation in the US is deemed a monopoly and can face legal consequences for it. More specifically, I am interested in why Google ...
1
vote
0answers
17 views
How is it determined who in an organization (corporation) has the authority to agree to what, in terms of contracts like settlements? [duplicate]
I'm curious about how it is determined who has the authority to bind a company to an agreement. For example say there's a company BoBo. Sam is fired for just cause from BoBo. Sam puts together ...
1
vote
1answer
63 views
Can choosing a username with corporate terms be a violation of the law?
I recently answered this excellent question on the Software Recommendations SE: Method/Software to rename multiple files in ascending numerical order regardless of file type?
I just noticed the ...
0
votes
1answer
173 views
Can 501(c)(3) nonprofits sell goods and services like a for-profit?
United States/NY state here.
I would like to form a business entity whose primary purpose will be helping the public at large with a very specific charitable cause. This will be a 501(c)(3) charitable ...
2
votes
1answer
59 views
Starting limited company in UK - different classes of shares
We are starting a limited (by shares) company with partner (in England).
We wanted to model it in way that I have 70% of dividend and capital distribution rights and my partner 30%, but we both have ...
2
votes
1answer
105 views
Is it a myth that a single owner LLC protect the owner's personal assets?
I own 100% ownership of an LLC. I started this LLC because everyone gave me advice that if the company is sued, the banks won't go after my car, my house or etc.
As I dig deeper into the legal ...
2
votes
2answers
69 views
Can a plaintiff in a fiduciary breach of trust sue a particular director instead of the company?
I heard this story from Peter (not actual name):
Peter co-founded a company with John.
John earns 80% of shares while Peter owns 20% of shares.
John being greedy empties all company coffers ...
1
vote
3answers
122 views
Does the CEO of a company have any legal responsibility to act in the interests of its shareholders?
Does US law include anything that places a burden of responsibility on a company's CEO to act in the interests of its shareholders, even if the CEO owns a majority share in the company?
Let's say, as ...
0
votes
1answer
37 views
Can a co-founder sue another co-founder from company constituitional infringements using courts of another country?
Say a company is incorporated in Dubai. All Shareholders live in Australia.
A co-founder does something against the company constitution, such as diluting other co-founder shares.
Can the other co-...
0
votes
1answer
138 views
Can a minor act as an officer or director of a corporation?
I have two questions:
I was wondering if a minor could act as an officer of a corporation; and
if a minor can act as a director on a board of directors in the Commonwealth of Massachusetts.
-2
votes
2answers
84 views
English Football Club ownership
I have been wondering if club fans have the power to sanction the compulsory sale of the club by an owner whom they perceive as frustrating their club's future. In any case, the money comes from these ...
0
votes
1answer
60 views
Can a company change a policy and enforce it like this?
If an organization offers an online education policy as a perquisite (after being employed for a certain period) and the policy states that it's free for the employees if they opt-in and they'll have ...
1
vote
1answer
42 views
Appraisal Rights in Chapter 11?
Assuming some number of shareholders believe that the bankruptcy process is inadequately compensating them (i.e. by setting the company valuation too low and thus giving creditors too much equity in a ...
6
votes
2answers
596 views
Why is a company allowed to change the number of shares it’s divided into after its IPO?
I read that even after an IPO, a company can change the number of shares that it’s divided into based on a board vote. What’s to prevent them from arbitrarily increasing the number of shares to raise ...
2
votes
1answer
59 views
By what mechanism does a parent company control its subsidiary?
Company B is a fully-owned subsidiary of Company A, a huge international conglomerate.
All the employees of Company B are in the orgchart of Company A, all under Company B's CEO. That CEO's boss is a ...
0
votes
1answer
54 views
Can I use the name of an out-of-business company for my project?
There was a business with a name I want to use for my business but it is out-of-business. Do I have the right to use a name of an out-of-business company? I am in Israel but my business is ...
1
vote
1answer
34 views
When creditors come for assets in an LLC formed in another state, which state laws apply?
I am heavily indebted.I also want to start a business. I want to protect my assets from creditors. If I put my personal assets into my business, will they be protected? From what I understand, Wyoming ...
1
vote
1answer
75 views
Does dissolving your LLC imply it was a sham company and therefore confer liability to you as the sole member?
I've done work for a former startup client in another state (AZ) for a few years and that work has come to an end. All that contracting work was done under my LLC (in DE) specifically created for that ...
0
votes
1answer
28 views
May there exist a non-voting board of directors member in the United States?
May there exist a non-voting board of directors member in the United States?
Or by definition are the board of directors all voting?
0
votes
0answers
33 views
Is there any limit on how much bonuses can be given before filing for bankruptcy in the United States?
I read on https://www.cnn.com/2020/05/26/investing/hertz-bankruptcy-executive-bonuses/index.html (mirror):
Hertz paid out millions of dollars in bonuses to its executives just before its bankruptcy ...
0
votes
0answers
61 views
What approaches can comply with SOX code review requirements?
I am working with a client, which has a bunch of services under SOX compliance.
They currently have a code-review policy that looks like so:
A reviewer must accept the last commit on a pull ...
1
vote
0answers
52 views
Can a company be both an airplane manufacturer and an airline?
It may be advantageous for a company that manufactures its own aircraft to also be an airline. For example, the airline business would likely have reduced maintenance and parts costs relative to other ...
-2
votes
1answer
94 views
How is a corporate person, a person?
Law with respect to the human person, rests on intention, or a neglect of intention.
A corporate person, has no access to intention - it is only human persons, behind the veil of the corporate person,...
4
votes
2answers
226 views
If I buy assets (inc customer data) from receiver of a UK company, how does GDPR apply?
I’m considering buying the assets of an insolvent company that has gone into administration / receivership.
Included in the assets is a customer database.
How does GDPR apply?
is the purchasing ...
3
votes
1answer
48 views
How do plaintiffs get emails relating to companies they are suing?
For example in the case of IBM getting sued over age discrimination, the plaintiff somehow got emails showing that upper management instructed his director manager not to transfer him but to fire him. ...
0
votes
3answers
145 views
How exactly is founder stock created?
Suppose that I found a C corporation, Superlative Widgets Inc., within the U.S. I would like to both fund the corporation and issue myself 100,000 shares in a way that avoids or minimizes my personal ...
1
vote
2answers
77 views
Individual vs. corportate liability for inherently dangerous activities
These days a lot of people make their living on YouTube, doing inherently dangerous things and filming them. For instance, there's those people who climb up unfinished skyscapers without any safety ...
1
vote
1answer
57 views
Dating corporate banking resolution
I've started a US / California corporation for my company and have almost instantly come up to an issue I do not know how to address.
In order to open a Bank account, the board (just me) has to agree ...
