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.

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47 views

What is buying an option (capital market)? [migrated]

I assumed that one either invests in a stock and becomes an "owner" of some sort or just covers a debt to do that but I have read that people can also buy "options" in the capital ...
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1answer
62 views

Is the term "dividend" relevant only for companies?

Is the term "dividend" relevant only for companies? Or is it relevant to other types of corporations as well (such as a simple partnership of 2 or more partners)?
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Who owns the company before the founders' shares vest (HBO's Silicon Valley plot point)?

In the HBO show Silicon Valley, an important plot point is when one investor fires the founder/CEO against everyone's objections. Originally, the founder gave 10% of the company to investor A (a ...
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1answer
65 views

How to protect your idea/application to be stolen by investors?

Think person A has a great software business idea. He also knows software programming and converts his idea to a mobile application. Then he needs to raise some money to launch the application, do ...
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1answer
53 views

Is it possible for a non-citizen nor GC holder do crowdfunding inside the US?

Supose that a person A is an international student in the US. A has an idea and like to launch a company on that. I know A doesn't have a work permission but also believe that A can register a company ...
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1answer
55 views

Insider trading and assertions made by influent agents

It is possible for an influent (private) agent, namely someone who has the power to direct the market, to buy a stock before giving a positive announcement about the stock itself? Does his investment ...
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1answer
75 views

Can board members have unequal voting rights at a for-profit corporation in California?

California requires multiple board members when there are multiple shareholders. With equal voting rights, this can allow a minority shareholder, who is a board member, to have a disproportional ...
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1answer
79 views

What prevents a business from separating the liability and revenue into two separate entities?

I know holding companies are a common way to separate the liability of business operations from the assets of a company, but is there any legal reason why businesses don't take this a step further? ...
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2answers
79 views

What can the Chairman of the board do if he is on bad terms with the majority shareholders / directors

Our (Australian Incorporated) company is growing and we have been suggested to hire an influential individual to be the Chairman of our board. He has a lot of connections, experience, old , mature ...
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2answers
834 views

Do corporations have any constitutional rights?

An existing answer establishes fairly well that corporations in the United States do not have Fifth Amendment rights against self-incrimination. That leads me to wonder, do corporations in the US have ...
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1answer
19 views

Is it possible to create a non-profit business on F-2 visa status?

Consider a person comes to the US with an F-2 visa status and has a plan to get his/her green card in the next year, but at the moment he/she likes to start a commercial website or mobile app but for ...
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1answer
3k views

Spin-off company with all parent's debt?

Out of curiosity, is it theoretically possible for a parent company to create a spin off company that holds all of its debt and no assets? Then the subsidiary spin-off company will declare bankruptcy ...
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1answer
69 views

Should Bob choose a manager while registering a new company?

Bob is an F-2(Student dependent) visa holder in the US who wants to establish a new company. Bob is not entitled to work in the U.S.. According to a video I saw on youtube that you must introduce a ...
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2answers
88 views

Any jurisdiction - can a company self-destruct with a by-law?

Would it be possible for a corporation or not-for-profit organization to legally include a self-destruct clause in founders agreement, by-laws, or similar binding agreement, one that can not or is ...
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2answers
60 views

Is a companies domain inherently included in the sale?

The situation is that I'm contracted for a company to do a website migration of the company's official website. The company was bought 7 years ago and the former owner remained contracted to manage ...
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1answer
36 views

How can i check a curent investigation of a company?

I'm interested in crypto, and unfortunately there's what i suspect to be this huge scam going on the market, its called tether, although legally i can't claim it is a scam. Basically they've had a ...
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1answer
72 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 --...
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2answers
59 views

Are directors employees of the company?

Directors tell the company what to do but most directors also get paid for their services. Does that make directors employees of the company?
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1answer
52 views

Is a Director of an organization entitled to information on the D&O insurance?

A group of several churches have come together to form a high school, with each church electing one representative to serve on a Board of Directors. My church's director has been met with resistance ...
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2answers
92 views

Can a company control who its shareholders are?

The current owners of a privately held company can decide who to sell the business to. (For example, a startup can choose which VC firms to raise from.) But what about a publicly-traded company? Can ...
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1answer
19 views

What to do about Corporate ownership and registration renewal documents if Delaware corporate state registry had expired?

20 years ago a corporation was formed to purchase a private aircraft. The Delaware corporation's state charter had expired years ago due to non-payment of renewal fee. What are the legal ...
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2answers
84 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 ...
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0answers
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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 ...
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349 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 ...
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2answers
70 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!
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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. ...
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2answers
224 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 ...
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1answer
26 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?
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1answer
96 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 ...
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1answer
44 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 (...
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1answer
97 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. ...
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2answers
68 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 ...
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2answers
242 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 ...
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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 ...
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225 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?
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1answer
97 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 ...
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1answer
61 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?
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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 ...
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2answers
98 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 ...
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1answer
75 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 ...
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1answer
255 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 ...
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1answer
259 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 ...
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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 ...
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1answer
65 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 ...
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1answer
316 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 ...
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1answer
66 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
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1answer
112 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 ...
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2answers
74 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 ...
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3answers
174 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 ...
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1answer
41 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-...

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