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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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32 votes
1 answer
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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 ...
Anthony's user avatar
  • 629
27 votes
4 answers
6k views

Can a corporation refuse to know things its agents know?

I called in to tell a company something. The people I could reach on the phone are definitely agents of the company, and they definitely got my message. But they told me that they couldn't internally ...
interfect's user avatar
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21 votes
3 answers
9k views

Can a company adopt a child?

With apologies for the (only somewhat) click-bait title, in an answer to another question (see this answer) the statement Typically the only thing a legal entity that is not a natural person cannot ...
Carl-Fredrik Nyberg Brodda's user avatar
18 votes
4 answers
1k views

Are there any limits on the crimes a corporation can be convicted of?

In the United States, a corporation can be convicted of criminal offenses (example). Can corporations be charged with any criminal offense, or are there some that cannot apply to anything except a ...
cpast's user avatar
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16 votes
2 answers
5k views

Why would a clause apply until 21 years after the death of the last descendant of King Charles III?

Inspired by this question, why might any corporation draft a legal document containing provisions that are random, arbitrary, and completely beyond their control? In case the question is deleted, it ...
Michael Hall's user avatar
  • 4,594
16 votes
2 answers
1k 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 ...
Robert Columbia's user avatar
16 votes
1 answer
37k views

When can an NDA be legally broken?

This question is purely theoretical, I promise. Let's say a person signed a Non-Disclosure agreement under certain terms, and then, somehow, they witnessed an illegal act but were forbidden to report ...
Sam Weaver's user avatar
15 votes
2 answers
1k views

Legal definitions differentiating 'corporation' and 'private estate' in relation to Duchy of Cornwall

The Duchy of Cornwall is classified as a 'private estate' and therefore is exempt from corporation and capital gains tax. Investopedia defines a corporation as 'a legal entity that is separate and ...
user avatar
12 votes
1 answer
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 ...
JobHunter69's user avatar
12 votes
1 answer
1k views

How to form a company in the US while keeping founder information private?

Suppose that I want to form a company in the US while keeping my information and that of my co-founders private. How could I go about doing it?
user3293's user avatar
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12 votes
2 answers
2k views

Is there any significance to "Inc." vs "Corp."?

Oregon requires corporation names to include "Incorporated," "Corporation," "Limited," or an abbreviation of one of those. Is there any reason why a business owner might ...
Someone's user avatar
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12 votes
1 answer
769 views

Do corporations have equal rights with natural persons to carpool on California freeways?

Articles on SFGATE from 2013 and Wikipedia: Jonathan Frieman describe the legal efforts of Johnathan Frieman of San Rafael, CA in creating an odd test case for corporate personhood. Frieman argues ...
Paul's user avatar
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11 votes
6 answers
6k views

Can companies merge without formally merging?

Suppose the government blocked a big company from acquiring a small company. I don't think it would be illegal for the big company to advise the small company on what decisions to make and what staff ...
Purple P's user avatar
  • 525
10 votes
3 answers
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 ...
Anthony's user avatar
  • 629
10 votes
4 answers
3k views

Setting up two corporations to split profits and reduce tax brackets

Let's say I am receiving income in a corp from multiple entities for consulting services and most of the money I make I keep in my company to potentially pay out dividends in future years. Would it ...
RobKohr's user avatar
  • 232
9 votes
3 answers
4k views

Why do corporate mergers require the approval of foreign governments?

Design fail: Adobe and Figma call off their merger as antitrust scrutiny intensifies But surprisingly not from American regulators, but from EU regulators. I also sometimes hear similar stories about ...
AlanSTACK's user avatar
  • 2,060
9 votes
3 answers
314 views

In Pennsylvania is there more legal protection in forming a LLC as opposed to operating as sole proprietor?

In theory an LLC (Limited Liability Company) offers a level of protection for the owner if being sued. I want to buy houses and rent them out, I have some fear of being sued by tenants in the ...
James Jenkins's user avatar
8 votes
2 answers
983 views

As the sole LLC owner, can I pay myself all the profits I make?

Can I (sole-owner and sole-employee) simply take whatever profits I make from my LLC's bank account and pay them to myself, rather than paying myself a defined salary or rate? (I'm not saying this is ...
contactmatt's user avatar
8 votes
1 answer
1k views

Big corporation in the UK, Intellectual Property and a Contract

I've recently been offered a job at a large technology corporation based in the UK. I've yet to sign the contract but I found something in it which concerns me. Intellectual property, ideas and ...
James's user avatar
  • 205
8 votes
2 answers
2k views

Can a Corporation Exercise a Fifth-Amendment Right Against Self-Incrimination?

So I googled "can corporations plead the fifth?" and I got a bunch of non-cited sketchy sources. Is there a precedent around a corporation refusing to produce documents as a result of a subpoena to ...
ford prefect's user avatar
7 votes
5 answers
455 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 ...
JonathanReez's user avatar
  • 4,563
7 votes
3 answers
664 views

Liability for knowing about bribe offered by a channel partner

In the USA, anti-bribery laws prohibit a company from offering bribes or kickbacks to government officials. If a channel partner of U.S. company X offers a bribe, would X be held liable if it knew ...
Franck Dernoncourt's user avatar
6 votes
2 answers
15k views

What happens to IP owned by a defunct company?

Say you have a tech company that over the course of its run develops several projects worth of proprietary software and related IP. Then for whatever reason (insolvency/winding up, voluntary ...
aroth's user avatar
  • 257
6 votes
2 answers
503 views

Legal definitions in the United States

When trying to learn about and understand law, one of the most important aspects of it is the legal definition of a word. Is there a source in which the courts refer to when looking to define a word? ...
Digital fire's user avatar
  • 5,489
6 votes
1 answer
429 views

Accepting online contracts on behalf of a corporation

I use a computer and the Internet for work. I use a lot of software that is licensed to my employer. Say some software licensed to my employer pops up its license on my employer's computer and demands ...
interfect's user avatar
  • 3,491
6 votes
1 answer
1k views

Could the Intel CEO be accused of insider trading?

A few weeks back, the Intel CEO sold all the company shares he was allowed to. Yesterday, it was reported that a big security flaw existed in virtually all Intel processors sold in the last decade. ...
Nico's user avatar
  • 163
6 votes
1 answer
149 views

How (and how effectively) is complete corporate self-ownership prevented?

Corporations are not supposed to be able to have no ultimate beneficial owners. If A Inc. holds 100% of B Group, B Group is not supposed to be able to own 100% of A Inc. How effectively are these dead-...
interfect's user avatar
  • 3,491
6 votes
2 answers
573 views

Can a foreigner setup an unstaffed company in United States?

Let's say that a foreigner wants to sell products or services in US using a company there to save his/her clients of importing his products/services. Yet this hypothetical entrepreneur does not stay ...
Gabriel Diego's user avatar
5 votes
2 answers
433 views

What stops Musk from changing Tesla's incorporate location to find judges that would rule in his favor

Recently, a judge in Delaware ruled in favor of shareholders and blocked Elon Musk's compensation package. Later, Elon Musk said he would try to incorporate Tesla in Texas: "Tesla and Mr. Musk ...
maths soso's user avatar
5 votes
2 answers
807 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 ...
rchurt's user avatar
  • 161
5 votes
2 answers
228 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 ...
Gian Rosborough's user avatar
5 votes
2 answers
536 views

How do you pay for LLC startup costs before it is formed without co-mingling funds?

If I need to pay for LLC startup costs (like a virtual address, email, and state fees) before I can create my LLC (or business bank account), what account should I use? I'm concerned that using a ...
N00b101's user avatar
  • 715
5 votes
1 answer
112 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 ...
trade_the_basis's user avatar
5 votes
2 answers
366 views

Did the judge try to order me to pierce the corporate veil?

In a legal proceeding a couple of months ago, I was unfortunately at the disadvantage of not being represented by my attorney. (There is a reason which is unrelated to this question.) I'm not a ...
OpenSorceress's user avatar
5 votes
1 answer
303 views

Signature authority for corporations?

Let's say I'm a disgruntled McDonald's employee. One day I walk up to someone and give them a piece of paper saying "McDonald's agrees to give you ONE MILLYUN DOLLARS in exchange for your pocket ...
Sneftel's user avatar
  • 1,933
5 votes
1 answer
244 views

What is a Transition Bond Company?

I've come across the term Transition Bond Company, and I'm trying to figure out what it is – in relatively plain English, since I lack any legal background whatsoever. The context in which I've ...
mfsiega's user avatar
  • 153
4 votes
1 answer
2k views

What are the implications of a company being "not in good standing?"

I got a job offer from a company, and looked them up online at the registrar and their status is "not in good standing." Should this be a factor in deciding whether to work for them?
maverick's user avatar
  • 111
4 votes
5 answers
639 views

Under what circumstances can a low/midlevel employee be personally sued for a corporate act?

Let's say, for instance, that the issue at hand was the Exxon Valdez Oil Spill. Exxon was sued of course, and I would imagine that its then chairman would have, or at least could have been, sued. The ...
Libra's user avatar
  • 6,498
4 votes
1 answer
725 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.
user1034912's user avatar
  • 1,501
4 votes
1 answer
331 views

Is it legal to create a corporation for no reason?

Suppose a group of friends randomly decide to start a corporation and do nothing but have meetings and file paperwork, because they enjoy meetings and paperwork. While this isn't something most people ...
Someone's user avatar
  • 17k
4 votes
1 answer
304 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 ...
lurning too koad's user avatar
4 votes
1 answer
443 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 ...
A. Fenzry's user avatar
  • 244
4 votes
2 answers
1k views

What is the advantage of setting up separate IP holding companies?

I find that many companies set up separate companies to hold intellectual property. Examples follow: Dunkin' Brands Group, the company which operates the Dunkin' Donuts and Baskin-Robbins chains, has ...
bwDraco's user avatar
  • 740
4 votes
2 answers
245 views

Is it legal for companies to pay salaries or bonuses as lootboxes?

The South Korean branch of video game publisher Nexon made headlines online when it gave out a small bonus to its employees in the form of lootboxes. A monthly bonus coupon was given in August 2020 to ...
cpka2715's user avatar
4 votes
2 answers
570 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 ...
Jim Morrison's user avatar
4 votes
1 answer
430 views

Does OpenAI get any tax benefits from its organization structure?

At this point most people know OpenAI, one of the hottest companies in America. It has the following strange organization structure: My question is whether this gains them any tax benefits? Is this ...
CuriousMind's user avatar
4 votes
2 answers
4k views

Can I form a single-owner C Corporation in the US as a non-citizen?

Recently I learned about the Stripe Atlas service, which allows people from all over the world to found a C corporation in the US (Delaware). If I: am a Russian citizen, live in Russia, have no ...
Glory to Russia's user avatar
4 votes
1 answer
197 views

Can the chairman of a NASDAQ-listed company also be the chairman of another company?

I am looking to find out if a chairman of a NASDAQ-listed company can serve another company as the chairman. Please cite all sources used, so that I may reference and personally check. I looked ...
Kubtops's user avatar
  • 43
4 votes
1 answer
293 views

Why would a 501(c)(3) nonprofit organization run its major operations in an LLC?

I was looking into the corporate structure of the Signal App, and it's very strange from the non-lawyer (IANAL) perspective. The parent organization is a 501(c)(3) nonprofit, but the app is developed ...
Betsy Dupuis's user avatar
4 votes
2 answers
2k views

Why create an intellectual property holding company as a parent, subsidiary, or separate entity?

Most of the examples of intellectual property holding companies I've seen via web searches utilize a wholly owned subsidiary of a parent company to hold IP and then lease it back to the parent company ...
SkoomaVendor's user avatar

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