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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75 views

Could an executive selling shares be considered a breach of fiduciary duty?

When major executives sell large numbers of shares, these sales are often very public. Generally, massive stock dumps are a sign that the executive feels the value of the company has peaked, and is ...
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838 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. ...
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Can CA public benefit corps be for-profit?

I'm interested in forming a public benefit corporation in California in 2018. As I understand it, these can be for-profit. But when I look at the California government website for information about ...
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1answer
105 views

Can a mail-forwarding service be used as the registered agent for an MN non-profit?

In order to incorporate a non-profit in Minnesota under statute 317A, the registered office and agent of the organization must be included in the Articles of Incorporation. Additionally, if the ...
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30 views

Is it legal to create a non-profit organization-style for-profit organization in the US?

Non-profit organizations can establish some rules by its members within the organization, for example, how members elect administrative officials such as the president, and the procedure to change ...
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1answer
73 views

Dissolve a corporation as a minor stakeholder in New York

I am a minor shareholder (control less than 20% of the shares) at a startup that never did any business. It is a C-Corp incorporated in New York under my name. Right now I want to dissolve the ...
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1answer
140 views

Contract after Conversion

Company A an INC Became Company B an llc in 2014. Company B 18 months later brought in a contract from Company A having it signed By C 3 months later C stopped accepting Deliveries from B 1 year ...
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2answers
88 views

Could a company legally have an anonymous staff and/or board?

Recently I was reading about Bitcoin and its anonymous creator "Satoshi Nakamoto", and it made me wonder: Could a company legally have an anonymous staff and/or board? If not, why not? To clarify: ...
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3answers
290 views

English name for Brazilian 'conduct adjustment agreement'

In Brazil, when some large companies are prosecuted for huge violations, sometimes judges and prosecutors understand that extreme actions are not the best way to mitigate the situation. Closing great ...
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431 views

What level of fiduciary duty does a corporation have to convertible note holders?

My understanding is that corporations and their officers have the fiduciary duties of loyalty and care to stockholders, but not to debtholders. Convertible notes are hybrid instruments; they are debt ...
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339 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 ...
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1answer
122 views

Can I compare my product to another brands similar product on my website?

I have a product that is better in some ways as the competitors product. To show my potential customer why it is better I would like to compare my product with the product of a competior so he can ...
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29 views

Registered Agent for Service of Process for California Corporations?

May a California Corporation, such as S Corp or C Corp have its Registered Agent located outside California ? Please provide a cite.
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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?
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Register tech startup as a legal business [closed]

Right now I have an an uber like website ready to be launched: you can sign up to be someone who provides a service or someone who uses the service. I am trying to integrate payment using things like ...
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0answers
28 views

Drug-testing on background

What sort of circumstances would allow a company or lab to put a positive pre-employment drug test on your background or send it to a consumer report agency? I'm curious about the consequences of ...
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2answers
90 views

Company name abbreviation matches UGG

I am currently developing a website for a company called Used Guitar Gear and are looking to use UGG throughout their site. They trade in music equipment and only in the UK just now, however, are ...
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2answers
585 views

what prevents defence lawyer from colluding with plaintiff

I realised I don't understand something fundamental about how the legal process works (surely many things, but here is one): Say it is a damages case, and a company is sued for a large amount of ...
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2answers
368 views

Does LLC protect from personal lawsuit

I am looking on taking my first job as a freelance developer and the project involves ecommerce. We are starting to get to the contract talks and I wanted to make sure if anything goes horrible wrong ...
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1answer
806 views

Is it legal for a software company to have more than one CTO?

It is my understanding that a company is not allowed to have more than one CEO. If this is true, similar restrictions should apply to the CFO. Could anybody tell me whether it is legal (in Delaware) ...
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3answers
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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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1answer
158 views

What might be the chances of piercing the corporate veil for owning an LLC in a community property state with my spouse?

It seems that the courts in more States in the U.S. might start to grant judicial foreclosure on single-member LLCs. So, my question is, is husband and wife owned LLC in community property States ...
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1answer
25 views

Outside Activity Disclusure Form of an incorporated contractor

I've created a corporation to engage in software consulting for a major sensitive industry institution. As part of the contract paperwork to my corporation, they've presented me with a form stating I ...
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1answer
136 views

Collections from a dissolved entity in Florida

If a corporation in Florida owes a business money, but the the debtor entity is now dissolved, what collections avenues are available to the creditor? Furthermore, can the creditor pursue the ...
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2answers
139 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 ...
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1answer
51 views

What duties do U.S. organizations have to monitor foreign affiliates for practices that are illegal in the U.S.?

There is a U.S. based corporation with foreign subsidiaries/affiliates in "third world" countries. Let's say that some of these foreign organizations are engaging "locally" in practices that are ...
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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 ...
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1answer
23 views

Can a buyout clause for a US LLC's partner be invocable x years in future?

Consider a US based LLC with a buyout clause for a partner where the company is allowed to kick the partner out but if they do then they will have to pay him/her 30% of current year's profits. In this ...
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1answer
90 views

Legality of Big Tobacco moving into Big Marijuana?

I've been doing some research for a presentation I'm going to do. The proposition would be that a Big Tobacco company (Altria - Phillip Morris) transition into growing and distributing marijuana. My ...
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2answers
556 views

Is it possible to create a trust without any beneficiaries

Is it possible to create a trust without any beneficiaries or one in which the beneficiaries could not 1) change the terms of the trust, and 2) retrieve anything from the trust?
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1answer
64 views

Can a company take donations in lieu of investments and avoid SEC regulation?

Can a company issue "shares" that have no right to equity based on donations? This might sound like a weird question but the application is using the ethereum blockchain to create Tokens which would ...
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2answers
116 views

Can the owner of a limited liability company be penalized?

I'm wondering about the legal practice in different countries. If a person forms a limited liability company (LLC), and then completely abandons it, e.g. doesn't file taxes for the company etc., what ...
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1answer
137 views

In the United States, is there a Governmental Entity that oversees the auditing of various other non-governmental entities? [closed]

Certain businesses, non-profits, organizations, etc (referred to here after as "non-governmental entities") have certain government requirements they have to meet to stay a float; these non-...
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1answer
60 views

Question regarding share of profit and loss in LLP

A started an online business (India) on his own. Now he wants B and C as partners to register an LLP. But A wants to retain 20% of share (he calls it founder's share) aside without any liability of ...
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63 views

SEC Act 1933 or 1934 Reporting Requirements triggered for sale over 10M?

if a privately held DE corporation operating & owned exclusively in & by Californians is sold for over Ten Million U.S. dollars, with some of that price millions to be exact, being paid a few ...
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201 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 ...
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1answer
122 views

CEOs can't sell stock without risking imprisonment?

From what I understand if a CEO sells stock in their company and the stock price then goes down significantly within less than a year, they can get indicted for "insider trading" and face 5 to 10 ...
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2answers
149 views

Is Foreign Qualification necessary if I work from home?

My cofounder & I just started a Delaware C Corp for an app we're building. The app is comparable to Instagram. We both work from home on our laptops. I work from Connecticut, and he works from ...
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0answers
14 views

Acquiring shares in a newly formed US start-up as forgeiner?

I'm working for a German start-up and we are setting up a new US based start-up (Inc). The company is all set-up and I've been promised some shares. My boss, who at this moment fully owns the new ...
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1answer
2k views

Can LLC's have treasury units?

I know that corporations that have stock can have treasury stock, but can LLC's have treasury units?
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80 views

Is it OK to name our app generically?

We're creating an app and want to name it generically, like Calendar. Calendar is already trademarked for alcoholic beverages except beers. We want to make sure we're doing our due diligence in ...
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1answer
43 views

Incorporate in Delaware with similar name

Is it allowed & advisable to name our Delaware C-Corp JOURNAL INC (without a period after Inc) if JOURNAL INC. (with a period after Inc) is already registered? JOURNAL is a made up name here, but ...
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1answer
52 views

LLC self-employment taxes

I'm about to start a small business and am going to do it under an LLC (sole proprietorship in federal tax eyes). I had assumed a much heftier tax rate around ~30% but I'm seeing just tax for self-...
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1answer
533 views

Stock shares purchased with promissory note - definition of “substantial” for personal liability in Regs. Sec. 1.83-3(a)(2)?

If purchasing stock shares of a company via a promissory note, Sec. 1.83-3(a)(2) states that "if the amount paid for the transfer of property is an indebtedness secured by the transferred property, on ...
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76 views

Social security and bank account numbers in plain text in web app

I am in an "argument" with my company about them showing each and every employees social security and full banking routing / account number in plain text on a leading hosted HR Management software ...
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1answer
76 views

UK Law: Being pushed to sign in acceptance of terms before a negotiation

I am entering a negotiation for the sale of the majority stake in my company. The buyer has sent a 2 page proposal which outlines some terms which they would like to enter negotiations, most of which ...
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2answers
39 views

Intellectual Properties of my software applications

I had an idea and developed a software. It includes IOS, Android and web applications. All of them was written by myself. I had my own company before. But after that, me and my 2 friends built a ...
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1answer
396 views

Tenant eviction law in Netherlands when renting is done via proxy company

I live in UK and have recently bought flat in Netherlands, found agent to rent it out and yesterday they told that they have found a tenant and sent me a contract to sign. Turns out that 'tenant' ...
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68 views

Difference between Europol members and Europol cooperating countries

According to Europol, they are actually 28 members in this organization but also numbers of others external co-operating countries like Switzerland, Norway and even USA So, what the point of being ...
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1answer
725 views

Does an email constitute a binding contract with regard to LLC Ownership Transfer?

I'm one of three cofounders of an LLC incorporated in Delaware. The LLC is very much a startup and has not been profitable nor has any assets. Because of lack of sales, one of our founders told us ...