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'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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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 ...
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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 ...
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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 ...
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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 ...
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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 ...
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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 ...
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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?
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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 ...
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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 ...
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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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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 ...
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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 ...
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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 ...
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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 ...
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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 ...
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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 ...
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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 ...
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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 ...
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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 ...
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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? ...
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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 ...
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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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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 ...
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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
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2
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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 ...
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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. ...
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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 ...
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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 ...
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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?
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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 ...
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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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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 ...
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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 ...
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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 ...
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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 ...
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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 ...
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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 ...
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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 ...
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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).
...
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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 ...
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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?
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Can the corporation that I work for (I am not salary or a subcontractor) use my personal information & home address for business and billing purposes?
I have a corporate credit card that is utilized for business purposes at the location I work, which is not where corporate headquarters is.
Today the business/ billing address was changed by the ...
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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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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 ...
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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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Who owns the company before the founders' shares vest (HBO's Silicon Valley plot point)?
In the HBO show Silicon Valley, an important plot point is when one investor fires the founder/CEO against everyone's objections.
Originally, the founder gave 10% of the company to investor A (a ...
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Starting a Tech Company: Should I rename and reuse my existing C-Corp, or form a new one? [closed]
I have a delaware-based C-Corp formed some years ago, still in good standing, that I used to create a tech startup (never raised any funding, or generated any revenue) which I have put on hold for now....
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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 ...
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1
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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 ...
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