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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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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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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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
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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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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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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 ...
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1answer
44 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 ...
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1answer
66 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 ...
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1answer
89 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, ...
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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 ...
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1answer
38 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 ...
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1answer
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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 ...
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1answer
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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 ...
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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 ...
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4answers
109 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 ...
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2answers
56 views
Company director resignation
If i am a director of a private limited company, can i resign from my director position using a resignation email ?
Is there any chance that the company could take legal actions just because there ...
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1answer
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What should I add behind the Trade Name for my Sole Proprietorship?
I am registered as a Sole Proprietorship in India to do business.
I have provided a Trade Name eg. ABC
So I have 2 questions:
In my Terms of Service and any other legal document can I use the Trade ...
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1answer
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Setting up and running a limited company (UK) remotely (EU)
I would like to ask what are the potential pitfalls of setting up and running a limited company from a different country. In particular, the company would be incorporated in the United Kingdom, and I ...
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1answer
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Personal vs Corporate Liability: A Simple Example
Imagine a person, Mr. X, who says something really bad about another person. Let's say he falsely accuses him of robbing a bank and abandoning his children.
In fact, he says it twice. He says it once ...
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1answer
178 views
Identifying corruption in tendering process
Under Indian law, is it allowable for a department (or department head) to bypass the a formal open "request for tender" process, by instead calling limited tender among arbitrary selected venders. ...
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2answers
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Creating a LLC in Delaware when I am in California?
If I live/work in California can I create an LLC in Delaware (or possibly Nevada)? I've read that it's much cheaper and overall a better idea to have an LLC in Delaware. But I don't live out there, ...
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1answer
48 views
Can a voided option contract be transferred to a new company?
I gave a deposit of $10,000 and signed an option contract with a franchisor for a franchise to open within 12 months or the contract was void. The franchisor failed to deliver and refuses to refund my ...
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2answers
76 views
Can I establish a “one person company” in USA?
Can I establish a one person company(with no co-founders) in USA? Will this company be restricted or face barriers to grow regards to law?
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1answer
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How much are partnerships and LLCs really taxed?
Based on the IRS website, partnerships and LLCs being taxed as partnerships appear to only file (at the federal level) 1065 forms with schedule K-1 forms (for each partner/member).
If I'm reading ...
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1answer
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What role does the person who signs post incorporation paperwork have in the company?
I am a minor and my mother would be signing both the incorporation documents, I am under the impression there is no problem there as she would have no role.
Since she signed these documents, does she ...
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2answers
75 views
Is doing business where you live all it takes to pierce the corporate veil?
If an LLC operates from someone's home, I read (can't find source at the moment) that they want a place in their home where they exclusively work on the business (like a home office) to keep business ...
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2answers
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How realistic is it to resurrect a dormant C corporation
Assume that someone formed a C-Corp around 15 years ago in Texas. Then they let it go dormant with the state by not filing any of the required paperwork nor paying any fees. The SoS of Texas lists the ...
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1answer
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Piercing Corporate Veil in Texas, US
Context
For this question, I'm only asking about the United States and if relevant, LLCs in the state of Texas. While reading about asset protection strategies and trying to understand corporate veil ...
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1answer
82 views
What legal entity(s) would be best for startup funded by kickstarter or other investment?
Assuming someone is going to start a business that is to design, build and manufacture a small electronic handheld device.
They post campaigns on Kickstarter, Indiegogo, and other crowd-funding ...
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1answer
53 views
'payable in like kind'? 'non-electing' shares?
each share of Series B Preferred Stock shall, by virtue of such
transaction and on the same terms as apply to the holders of Common
Stock, be converted into or exchanged for the aggregate amount ...
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1answer
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difference between 'assigned' and 'endorsed' in this context?
Each such notice of redemption shall be irrevocable and shall specify
the date that is the redemption date, the redemption price, the number
of Shares to be redeemed, the place or places of ...
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1answer
72 views
What trademark “goods/services” category is a medical device design and manufacturing company?
If my company offers an array of medical devices (and related software), do I trademark it as an 010 (based on it's flagship product) or do I trademark as an 044 (a medical service -- producing and ...
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1answer
677 views
Which companies need to comply with Sarbanes Oxley?
Some companies issue private offerings that are exempt from registration. Some register with the SEC ahead of a public offering. Some become reporting companies.
When exactly does the Sarbanes-Oxley ...
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Who can investors sell to under Rule 144?
Under the United States SEC's Rule 144, investors can resell securities after one year (or six months if the company is a reporting company) as long as the issuer allows it.
But to who can they ...
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What is required for a non-US citizen to be a member of a multi-member LLC?
This article lists a number of new requirements for a non-US citizen members of a single member LLC that went into effect January 1, 2017.
Are there any requirements imposed on multi-member LLCs that ...
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1answer
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How can huge company mergers that kill all competition be legal?
Disclaimer: I'm a programmer/electrical engineer and therefore a complete novice to law.
My question is: how can mergers of direct competitors, each already having a dominant market oligopoly, be ...
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1answer
49 views
Can I create a second company to get rid of my partners (in this case)? [closed]
I have a doubt. After several months of working a lot and spending some money, I managed to finish a website that I would like to see as my first business. I have purchased a domain and I am about to ...
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1answer
121 views
Is the Oil Pollution Act of 1990 included in the United States Code? Why can't I find §4201?
There are numerous texts stating that there was a Section 4201 of the Oil Pollution Act of 1990 in 2010. There are also numerous texts stating that OPA 90 §4201 was amended into the United States Code....
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Proper Way to Register a Parent Company w/ Subsidiaries
Example:
I want to have MyCompany Corporation but also want to have MyCompany News, MyCompany Software, Etc.
Would I register the corporation then add the subsidiaries as a DBA or does each ...
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Foreclosure on a Business Loan
Assuming that the due diligence has been performed, what is involved in foreclosing on a business loan?
Said business is currently owned by an investment group. That group owes two payments that ...
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1answer
60 views
can lawyers/senate public commitee meetings ask questions which might be covered by NDA's
I'm just taking the recent Mark Zuckerberg Senate hearings which were held in the open in the United States. Is there some sort of fine line that the Senate has to follow? Can they ask any questions ...
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1answer
58 views
In what order do collateral and guarantees pay off a defaulted loan or bond?
Company A is issued a loan that is guaranteed by Company B and is secured by liens on Company C's assets.
Company A defaults on its loan. In what order are the collateral and guarantees used to pay ...
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4answers
122 views
How does shareholders' limited liability work in practice?
Given that:
A shareholder in a limited company is not personally liable for any of
the debts of the company, other than for the amount already invested
in the company and for any unpaid amount ...
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1answer
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Can a CEO of a C corporation who make no salary qualify unemployment benefits?
Many officers of startups do not make a salary, but they are actively working for their company. While they do have options, these options may not be worth much of anything in the beginning. If the ...
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1answer
30 views
Can IRS tax an offshore business operated by a non-resident alien in U.S?
The business is incorporated offshore. It is a company selling software applications. There is no office in the U.S. It has nothing to do with U.S. except:
The owner of the offshore company is a non-...
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0answers
98 views
How can immigrants in the US get paid as owners of companies when they can't be paid as workers?
I have been interested in starting a company as an immigrant but don't understand what the law is for paying myself from the company or in what capacity I could legally work in the company. I have ...
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1answer
45 views
Who has authority to sign on behalf of company
When it comes to corporations, who has the authority to bind a company and what evidence should they provide to prove this please? I assume company officers do have the power, but how can this be ...
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1answer
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Corporation files ch. 7 but wholly-owned subsidiary LLC does not file - how does this happen?
I have an interesting situation. I’m a customer of a US corporation through its wholly-owned LLC subsidiary (one of several). The entire corporation (including the subsidiarys) shut down operations ...
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Minority Shareholder Rights vs the Majority
Can a resolution be passed where holders of one share class (B, for example) can vote to make it possible that only class A's are diluted going forward? I believe this violates some aspect of company ...
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1answer
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I am a shareholder in a Private C-Corp, what are my rights?
I am a shareholder in a private c-corp. I am trying to get financial records for the company and they are ignoring me. I believe this is my right as a shareholder. What options do I have? Am I ...
