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
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 ...
16
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3answers
916 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 ...
15
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1answer
31k 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 ...
13
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1answer
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?
11
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1answer
627 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 ...
10
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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 ...
9
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4answers
2k 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 ...
8
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3answers
183 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 ...
8
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1answer
812 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 ...
7
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2answers
633 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 ...
7
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2answers
537 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 ...
6
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2answers
580 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 ...
6
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2answers
354 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? ...
6
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2answers
1k 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 ...
6
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3answers
536 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 ...
5
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2answers
174 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 ...
5
votes
1answer
103 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 ...
5
votes
1answer
922 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. ...
5
votes
1answer
258 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 ...
5
votes
1answer
223 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 ...
4
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1answer
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?
4
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1answer
659 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.
4
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2answers
11k 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 ...
4
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2answers
862 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 ...
4
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2answers
122 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 ...
4
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1answer
172 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 ...
4
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1answer
163 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 ...
4
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4answers
4k views

Public exposure/indecency: how do porno companies get away with it?

I hate to ask, but with all the disgusting porn out there how is it legal that some is filmed in public? For example, in Eastern countries such as Hungary do they not have indecent exposure/public ...
4
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2answers
1k 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 ...
4
votes
1answer
129 views

Can a Delaware registered corporation do business in other states?

I think I am searching incorrectly to find this information, but I am having a hard time wrapping my head around forming a corporation in the state of Delaware (or any external state for that matter). ...
4
votes
1answer
151 views

To whom is property “delivered” when purchased on behalf of a corporation?

The Gun Control Act of 1968 prohibits a federally licensed firearm dealer from "selling or delivering" a handgun to an individual under 21: It shall be unlawful for any licensed importer, licensed ...
4
votes
2answers
136 views

What are the benefits of a incorporating vs. operating an LLC?

I'm in California, but have been told to Incorporate or become an LLC in Nevada. Is there any reason to do this out of state, other than cheaper renewal fees?
3
votes
3answers
232 views

I am working with a colleague to create a game. We agreed to split profits 50/50. Would creating a contract promising 50% be legal?

The game will be owned under an LLC I created to protect ourselves from copy right. The reason I own the LLC is because I did the entire website and I plan to do more content without him as well. My ...
3
votes
5answers
374 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 ...
3
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2answers
147 views

Who owns a company if equity hasn't been allocated?

We haven't sorted out the equity between our cofounders yet so I was wondering in major corporation decisions who makes the final decision? If equity wasn't given does it mean every person is an equal ...
3
votes
1answer
45 views

How do plaintiffs get emails relating to companies they are suing?

For example in the case of IBM getting sued over age discrimination, the plaintiff somehow got emails showing that upper management instructed his director manager not to transfer him but to fire him. ...
3
votes
1answer
46 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 ...
3
votes
3answers
334 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 ...
3
votes
1answer
39 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-...
3
votes
1answer
203 views

What limited legal rights do bondholders, suppliers, and employees have in a corporation?

According to this article corporations prior to the 1970s were run differently; until the idea that Milton Freidman put forth that a corporation's job was to maximize shareholder value; before that ...
3
votes
2answers
3k 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 ...
3
votes
1answer
209 views

Conflict of interest when removing a director

I work for a UK limited company with two shareholders, and two directors. I am one of the directors and the majority shareholder (over %50 of total shares). The company's articles of association are ...
3
votes
1answer
74 views

Avoiding law suits with product comparisons

Upstate NY here, although this is more an internet-level question w.r.t. law. Also, an initial disclaimer: Although my particular use case does not involve Pepsi in any way/shape/form, I'm going to ...
3
votes
2answers
161 views

Legal implications between Member- and Manager-Managed LLCs

Upstate NY (USA) here, if it makes a difference. If you Google "llc member managed vs manager managed", you'll get 10,000 lame blogs that all say the same thing: Member-Managed (more common): All ...
3
votes
1answer
418 views

Should a foreigner have a US-based company to sell through Amazon cloud-based warehouses?

Let's borrow and expand on Can a foreigner setup an unstaffed company in United States?. Everyone knows that you can rent computing resources from Amazon.com in the cloud, but not many know that they ...
3
votes
1answer
70 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 ...
3
votes
0answers
110 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 ...
2
votes
1answer
226 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 ...
2
votes
4answers
278 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 ...
2
votes
2answers
183 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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