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.
203
questions
0
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2answers
70 views
Starting a business: is it legal to hire freelancers if you haven't registered the company yet?
The reasons I would want to delay the registration of this business as much as I can are:
I don't foresee having a single dollar of revenue until at least 2 years later (the product I'm building is ...
0
votes
0answers
33 views
Who is responsible for environmental clean up?
Suppose you bought a property that had serious environmental problems (lead, gasoline, etc.). An environmental authority calls you on it and orders you to clean it up. Can you shift part of the cost ...
2
votes
2answers
31 views
Hold Harmless-Want on half of LLC and NOT self
I recently applied to a position to teach yoga, as an independent contractor. I have formed an LLC, and now the gym would like me to sign a hold harmless agreement. I want to make sure the LLC is ...
0
votes
1answer
17 views
Is a stock power form the same as the stock purchase agreement?
From what I understand I need to complete the stock purchase agreement inoders to fully/legally own all shares in my company. I understand that I need to fill out some sort of form or create and sign ...
0
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2answers
108 views
Is it advisable for a person write his own contract if he is good in english but don't know legal jargon?
A lawyer scared me by saying, yes you can right your own contract but chances are most of your clauses won't hold in court cause you don't know legal jargon.
However, I know english and my english is ...
10
votes
3answers
3k views
How to interpret or parse this confusing 'NOT' and 'AND' legal clause
In the following legal clause:
They shall not confer the right to attend any meeting of members and
to exercise one vote for every share held.
Does the NOT negates both ANDs as in:
They shall ...
0
votes
1answer
22 views
Who approves the creation of new shares in a Proprietary Limited Company?
I'm struggling to find a concrete answer for this. Who approves the creation of new shares in a Proprietary Limited Company? Is it the Board of Directors (through board resolution), or Shareholders (...
1
vote
2answers
33 views
What does 'The Company' refer to in this proprietary ltmited company constitution?
I'm trying to understand who has the right to issue new shares in my proprietary limited company (wherther through board or general resolution). I found the following clause in the constitution:
...
31
votes
1answer
6k views
What's the difference between a share and a stock?
In my company constitution I found the following:
At any time, the directors may allot and issue unissued shares subject to clause 8, or grant options over
unissued shares, on any condition and ...
0
votes
1answer
37 views
Can a private company board of directors issue new shares?
If so, wouldn't this be unfair against shareholders as this would devalue their shares and voting rights?
2
votes
1answer
244 views
Do I need to register for Foreign Qualification in my situation?
I am wondering if or where I need to register for Foreign Qualification: I incorporated a company as a C-corp in Delaware. I work day-to-day and have set the official HQ of the corporation in Maryland....
4
votes
1answer
652 views
What laws protect minority share holders from having their share rights changed by special resolution?
A special resolution done by majority share holders can simply change the rights of certain shares and make them useless. They can reduce the share's voting rights or reduce dividend payment.
3
votes
1answer
27 views
Where are Share Classes defined in an LLC?
Where are Share Classes defined in an LLC. For example, if I look at facebook's constitution at the link below, there are no definitions for share classes. I was thinking there would have been such a ...
1
vote
1answer
53 views
What legal measures do venture capitalists employ to protect their investment in a startup? [closed]
Worst case founders can just run away with the money.
They can also kick the VC rep from the board since they own majority share.
1
vote
1answer
36 views
Does the law sets requirements for what can or cannot be inside a Company Constitution?
This is for the best interest of share holders.
Say someone puts an outrageous statement in the constitution, such as making a clause that he's a permanent director on the board.
This is a general ...
1
vote
1answer
25 views
Can a company director simply appoint another company director?
I found the following article in my company constitution:
The directors of the company may appoint a person as a director of the
company. The company must confirm such an appointment by ...
2
votes
1answer
47 views
What's the difference between Ordinary, Class A and Class B Shares?
I incorporated my company using an Online service. Not knowingly, I created class A, B and Ordinary shares during the incroporation. However, in the company constitution there are no mention of what ...
1
vote
2answers
43 views
As a startup founder, what reasonable bylaws are commonly setup to maintain control of the board? [closed]
As a startup founder, what reasonable bylaws are commonly setup to maintain control of the board?
This is to prevent hostile take overs, transfer of assets and etc.
0
votes
1answer
52 views
Prevent IP from hostile transfer to another company
Our software company has a kick-ass product, which is the only thing of value to the company. What measures can I take to ensure the IP remains within the company?
I have heard stories that a ...
-2
votes
2answers
85 views
Ways to nullify a Golden Parachute founder? [closed]
The company founder who is utterly useless, set up a golden parachute agreement with the company. Basically, a hefty ammount is to be paid if he is terminated from the company. The ammount is ...
2
votes
1answer
69 views
In the U.S., can corporations be formed under jurisdictions at levels lower than states?
I only hear of corporations being formed under the jurisdiction of a state. Actually, they seem to come into existence when they are listed in a registry of a state, district, or territorial ...
1
vote
1answer
51 views
Is a CEO of a company a de facto public figure?
In other words, does a CEO share the same protections as a private citizen against slander/libel if the CEO only appears to the public (in interviews, shows, etc.) as a representative of the company ...
0
votes
1answer
29 views
Do you have to pay capital gains tax on money earned before you incorporate?
This scenario is in the UK.
A person X makes 1.2 million in sales of an asset, before the end of the tax year the invests all the sales into a newly created corporation and they become owners equity....
2
votes
1answer
204 views
ability to eat bacon as a job requirement
Let's say, I'm starting my own company and consider to hire some people. May I or may I not put the ability to eat bacon as a job requirement for every employee? If I did so, how many lawsuits would I ...
1
vote
0answers
37 views
Can I use a corporation name that has been “Merged Out” as my new corporation name in California?
I did the search on California Secretary of State - Business Name site, and it shows the status as "Merged Out" (more than 20 years ago). I also searched the US Official Trademark Db site for the ...
2
votes
2answers
104 views
What laws prevent a company from owning itself?
There are a few places around with people asking if "a company can own itself". However, I have not found any citations of actual law that prevents such an arrangement.
Which specific laws or ...
-1
votes
1answer
79 views
How can new villages and cities be formed or incorporated within various states? [closed]
What is the process for creating new villages and/or incorporating cities within the following states?
Colorado
Washington
Pennsylvania
Kentucky
Missouri
New Mexico
0
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1answer
33 views
Selling branded products
Legally speaking are individuals allowed to sell branded name products online, if not what are the consequences?
2
votes
2answers
177 views
Is the U.S. entity ban against Huawei against the rule of law?
Is the U.S. entity ban against Huawei against the rule of law? Huawei hasn’t been formally charged or convicted in any court of law and not a single evidence hasn’t been presented to prove Huawei ...
0
votes
1answer
33 views
Corporate law — criminal conduct and loss of life
In light of the recent multi-state lawsuit brought forth against twelve generic drug manufacturers, I was wondering what, if any, criminal liability the respective executives of those companies may ...
0
votes
1answer
63 views
Termination of the appointment of a non-executive Director
The majority of shareholders of Company incorporated in Cyprus, during an AGM, has elected a new non-executive Director to the Board.
He then receives a letter of appointment materializing service ...
0
votes
1answer
31 views
Right to lien a corporation's bond
If my company is dissolved and has filed Ch7 bankruptcy, does the company still have the right to lien the contractor's bond to recoup money owed? The contractor has ignored all requests for payment ...
0
votes
2answers
41 views
What is the proper way of completing the stock purchase agreement? [closed]
I recently set up my company (C-Corp). In order to complete the stock purchase agreement, I had to deposit a check in the company's bank account addressed to the company.
What I did: I walked into ...
1
vote
2answers
57 views
What is the Principals name and title?
There is a lot of info on what this is but I am unclear. I am the sole founder who inc. with clerkly and thus have a registered agent in Delaware (Not sure if this is relevant).
So when on a paper ...
5
votes
2answers
148 views
Can multiple states demand income tax from an LLC?
We are a Utah LLC providing SAAS (software as service) on cloud available to all US market.
Wisconsin Dept of Rev. has assessed our LLC for partnership income tax, because they claim our company has ...
0
votes
0answers
17 views
What are the implications of US LLC state and foreign entities?
Let's say I'm a confetti enthusiast. Confetti for parties, confetti for halloween decorations, confetti for everything. In this hypothetical example, I want to sell confetti online, and in person when ...
0
votes
0answers
13 views
Corporate law in India
Is there any section (India) under which someone can sue his/her colleague for the colleague's unwillingness to work which led to loss of money?
3
votes
3answers
106 views
Could leaking insider information eliminate insider trader concerns?
Suppose I possess some non-public information about Company X. I want to trade Company X's stock for reasons unrelated to the information (e.g. I believe the stock market as a whole is going to tank ...
1
vote
2answers
80 views
Corporate governance
This question is for publicly traded companies. Shareholders elect board members at annual meetings, board members appoint officers, and officers/employees run the day to day operations of a ...
0
votes
1answer
55 views
What is the company structure that will effectively limit liability to the parent company, and not any of it's subdivisions?
I'm exploring different kinds of corporate structures. I'm in a unique situation where I have a very specialized construction industry but can operate under the blanket term "General contracting".
...
1
vote
0answers
14 views
Why was Judge Jacksons ruling in DoJ vs Microsoft overturned in the anti-trust hearing of 2001?
In United States vs Microsoft, a 2001 anti-trust case in which the DoJ, 18 states and the District of Columbia alleged that Microsoft had abused its monopoly position was heard by Judge Jackson and he ...
0
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1answer
68 views
CEO wants to step down to a VP position - when should board be notified?
Suppose a startup has three directors on the board, two co-founders and the main investor.
The CEO (one of the co-founders) wants to step down and take a VP position. The CEO has started to have ...
1
vote
1answer
119 views
Can an employer steal intellectual property?
Say someone wrote some software PRIOR to employment at the company where they currently work.
They presented it to a CEO and three other high level employees of the company. They expressed, what the ...
2
votes
1answer
101 views
Why is English law so important to finance?
What are the features of the English law that make it so indisposable to international finance and particularly offshore companies?
I've recently bumped into this passage when reading about Cyprus, ...
3
votes
0answers
48 views
What happens if the officers of a company refuse to show up at board meetings?
Acme, Inc. is a California corporation. They have quarterly board meetings. To have a quorum, they need one of the officers to show up: the CEO, the CFO, etc.
None of the officers are willing to ...
2
votes
1answer
52 views
Can a company get a certification?
A company is "an artificial entity recognized by the law as a legal person that exists independently with rights and liability"*. So the law recognises them as a person. Are they therefore allowed to ...
0
votes
1answer
255 views
What are “non-union states”?
I'm watching a lecture by Robert B Reich.
He's talking about a hypothetical case in which Bob, a CEO of some corporation, wants to "move the US plant to a non-union state" to reduce wages.
I ...
2
votes
1answer
55 views
What makes me a member of my LLC?
I had a lawyer form an LLC in New York, where I reside, that I used to buy rental property. I paid for the property using money from my personal bank account. The property deeds are in the name of the ...
1
vote
0answers
22 views
Can I register a company name in the US if there is another company in the EU with the same name?
I'd like to register a trademark here in the US for a company name (an IT consulting company) and there is another company in the EU (registered under WIPO) that has the same name but differing ...
0
votes
4answers
140 views
CEO hiring himself as a consultant
Is a CEO of a U.S. public company allowed to hire a consulting firm for which he is the sole or primary employee?
Example:
Suppose a compensation committee within the board of directors of company ...
