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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1answer
25 views

Can the same entity be a B Corp and an LLC, or an S-Corp and a C-Corp?

Fellow Lawfolk, In the United States, can a business file to be any one of the three combinations: LLC & B-Corp S-Corp & B-Corp C-Corp & B-Corp As in: Can you simultaneously be ...
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1answer
64 views

What is the legal principle which requires Apple to pay the Irish State €13 billion?

In 2016, the EU ruled that the Irish State provided state aid to Apple, which was deemed to be illegal. As a result of this, Apple are required to back-pay €13 billion to the Irish exchequer. From a ...
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3answers
61 views

If an American LLC buys something, do these expenses reduce their profits?

Imagine an American LLC which buys some commodity (e. g. gold) for every dollar that it owns (after taxes). At the end of the year, the company has 0 dollars in the bank (because all money was spent ...
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1answer
48 views

Liability from conflict of interest

There are two co-owners, A and B, of a federal corporation C in Canada. B has a side job at a Canadian company D which has a non-compete clause in the contract. C and D do in fact compete. If a legal ...
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3answers
99 views

Can a founder 'gift' pre-existing assets to a company after hiring a cofounder?

I live in the U.S. Suppose that I create a company with a deposit of $10,000 and want to bring in a cofounder for an equity stake of 15% in this company. I have personal assets like computer code, ...
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2answers
93 views

What happens to loans issued by a startup if the startup fails?

I live in the U.S. Suppose that I invest $50,000 in a startup company, signing "typical" paperwork for a 55% stake. The founder then uses the money to issue a $20,000 loan at a minimal interest rate ...
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1answer
50 views

Legal status of corporate nondiscrimination policies

I work for an organization that has a standard nondiscrimination policy. They state that they are an Equal Opportunity Employer and list about 20 protected classes on the basis of which they ban ...
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1answer
40 views

If you are the sole owner of an LLC and you sign a non-compete on behalf of the LLC are you bound to the non-compete or is the LLC bound?

I want to set up a business entity where I (CEO &/or sole owner) can sign non-competes on behalf of my business and not be personally bound to the non-compete. What's the right legal business ...
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1answer
45 views

Buying a business in Germany

Therr is Person A with SoleTraderCompA and person B with no company. Person A wants to sell to B, B wants to buy. Both residents of Germany. How can this be processed? Transfer obligations etc. ...
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2answers
74 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 ...
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0answers
51 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. You bought the property ...
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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 ...
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1answer
24 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 ...
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2answers
121 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 ...
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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 ...
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1answer
23 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 (...
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2answers
34 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: ...
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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 ...
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1answer
43 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?
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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....
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1answer
654 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.
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1answer
30 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 ...
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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.
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1answer
39 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 ...
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1answer
28 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 ...
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1answer
54 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 ...
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2answers
44 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.
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1answer
55 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 ...
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2answers
89 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 ...
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1answer
78 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 ...
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1answer
53 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 ...
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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....
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1answer
211 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 ...
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1answer
45 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 ...
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2answers
108 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 ...
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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
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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?
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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 ...
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1answer
36 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 ...
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1answer
89 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 ...
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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 ...
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2answers
44 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 ...
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2answers
58 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 ...
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2answers
154 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 ...
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1answer
27 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 ...
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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?
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3answers
130 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 ...
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2answers
83 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 ...
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1answer
57 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". ...
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0answers
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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 ...