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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95 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
87 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
108 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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35 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....
2
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1answer
223 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
146 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
147 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
80 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
35 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
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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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
207 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
49 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
66 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
167 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
28 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
14 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
281 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
92 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
73 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
15 views

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
86 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
242 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
104 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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1answer
69 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 ...
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1answer
54 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
414 views

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
57 views

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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4answers
157 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
121 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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2answers
76 views

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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3answers
102 views

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
47 views

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
292 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
55 views

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
61 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
541 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
69 views

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
101 views

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
157 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
149 views

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
166 views

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
497 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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2answers
146 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
117 views

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
156 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
1k 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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0answers
19 views

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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1answer
206 views

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 ...