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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2answers
152 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
141 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
65 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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65 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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202 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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127 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
157 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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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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93 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
48 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
54 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
606 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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79 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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43 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
410 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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69 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
763 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 ...
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2answers
3k views

Can my s corp have “Inc.” in the name if I have a DBA?

I have a simple question regarding how DBA's work for s corp / c corp. If i have a company called "example example inc." and my DBA is "example", can I publicly call my company "example inc" or does ...
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1answer
65 views

How does a cancelled Delaware Domestic LLC affect the company's California Foreign LLC?

A Delaware Domestic LLC is cancelled status. The LLC has a California Foreign LLC. Is the Californian Foreign LLC legally able to continue in business, if the Domestic LLC is in cancelled status?
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37 views

Can I legally quit an Inc as a stakeholder

I am a co-founder of an Inc. I registered the corporation in New York a few years ago and now I want to quit it. How do I do so ? Do I also have to fill the DTF-17.1 form before I quit ?
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1answer
1k views

Can employer sue if confidential information is unintentionally leaked because they never said what was considered confidential?

I had worked in a large company, though in a very entry level. There was a great deal of bureaucracy and politics. Management was very adamant about keeping confidential information safe and securely ...
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1answer
49 views

What is the legal basis for determining the value of a securitized collection of debt?

Publicly-traded companies have obligations as regards accurate accounting of their balance sheets, so how do they determine the value of novel types of securities which are often too complex to ...
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1answer
134 views

Which laws apply on the world wide web?

This might be a very widely scoped question. I suspect by using common sense, that each country has different laws that might apply on internet use in that specific country. But nevertheless, I'm ...
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722 views

Can I legally use (read/encode to/decode from) the MP3 format without paying a license fee?

I noticed a lot of different questions about the subject MP3 in the legal website (https://law.stackexchange.com/search?q=mp3). But none of them answer my question really. First of all, I'm thinking ...
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91 views

Work Policy States Employer May Access Personal Devices

My employer just sent out an email stating managers have the right to inspect electronic personal devices used for work. This includes web access to Office 365 via web browser or app installed on a ...
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1answer
106 views

How many lawsuits has IBM lost? [closed]

I'm looking for a list of lawsuits IBM was the defendant and lost, and also was the plaintiff and lost. I'm looking for well known ones that generally caught the public's interest. Does IBM always win ...
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3answers
5k views

What happens when a legally binding document is accidentally filled out wrong?

A friend of mine was hired by a company that has a lengthy onboarding process that has lots of paper work. One document he had to sign contained The following are Developments not covered by ...
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20 views

Is the acquisition price of a company public information?

When a company is acquird by another is it possible to hide or not disclose the acquisition price? If it can be hidden, is the company permitted to omit such information on any public financial ...
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46 views

Selling equity out of a subsidiary not yet formed

Sorry if wrong stackexchange, not quite sure where to post this. Background We're setting up a self-organizing, horizontal and open company where ownership is (de facto) defined by dynamic shares (...
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1answer
224 views

What is the difference between liquidation and receivership of a company?

What are the legal differences between a company that is in "liquidation" as opposed to "receivership" under Australian law?
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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 ...
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1answer
127 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). ...
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1answer
71 views

Could investors plot to trade shares of a company in an attempt to raise its stock valuation?

Could a circle of investors (plotting together) trade among themselves shares of a start-up company to make the company look as a worthy investment? For example, the company has 10,000 shares and ...
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36 views

Two shareholder agreements in parallel

I am looking to receive an investment from an accelerator (investor A) and from a private investor (investor B). I have draft shareholder agreements with both investors A and B. My lawyer is telling ...
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1answer
199 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 ...
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33 views

Is there a legal definition of an “annual report”?

When a statute talks about an annual report of an organization, is there a way to know what that means? Is there a dictionary definition of an annual report that you can point toward? Or if the ...
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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 ...
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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 ...
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3answers
290 views

What legal reasons preventing me for not providing VAT on registration form?

I wanted to register on-line on some site (which seems to be owned by GmbH) as customer using my UK's Limited company. However it's required for UK to provide tax details: European sales tax-...
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2answers
284 views

Is the NDA in the movie Ex Machina possible?

In the film, Ex Machina, an employee must sign the non-disclosure agreement before beginning work on a secret project. The agreement states: The signee agrees to regular data audit with unlimited ...
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2answers
126 views

Taking a mid-size company to small claims court, by example (in NY)

Upstate NY here. I believe I am in the right to take a company to small claims court (for the sake of this question, it doesn't matter if I'm right or not). This company is registered as a 'Foreign ...
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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 ...
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1answer
45 views

Checklist of filings and procedures for ongoing operation of a 'barebones' LLC in NY?

Please note: I fully understand that using a lawyer or a legal service is highly advised here. Duly noted! But, I think I'm more than capable of handling this, and if you strongly disagree, please ...
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2answers
326 views

Can I be sued personally for something that happened under my LLC?

I own several properties under my LLC. Someone was bitten by a dog one of my tenants was illegally dog sitting. The tenant was not allowed to have animals and did not have the renter's insurance ...
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1answer
15 views

Research of US public corporations: disclosing amounts paid to buy other companies or other assets

Are US public stock traded corporations, like Intel or Google, forced by law to disclose how much they paid for buying companies and other assets? How and who is allowed to access this information, ...
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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 ...
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1answer
84 views

Using personally licensed software on a corporate PC

Let's say I have a personal license for a product as Visual Studio or TOAD or anything else: am I able to legally use it on a corporate computer? What about products, that are intended for free use ...
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95 views

How broad can employment contracts be and still be enforcable?

I've seen some very broad terms used in contracts that an employee is required to sign before they start working for a company (or government). For example I've seen a contract saying that the ...
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1answer
200 views

When can an employer sue?

I've seen some pretty intense contracts employees must sign before starting work for a company. Some have very vague statements like "agree to abide by our code of ethics". My question is when can a ...