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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Prevent IP from hostile transfer to another company
Our software company has a kick-ass product, which is the only thing of value to the company. What measures can I take to ensure the IP remains within the company?
I have heard stories that a ...
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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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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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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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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....
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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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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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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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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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Selling branded products
Legally speaking are individuals allowed to sell branded name products online, if not what are the consequences?
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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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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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Termination of the appointment of a non-executive Director
The majority of shareholders of a 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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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. ...
user15453
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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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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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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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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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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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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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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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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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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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'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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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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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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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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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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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 ...
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Is the Oil Pollution Act of 1990 included in the United States Code? Why can't I find §4201?
There are numerous texts stating that there was a Section 4201 of the Oil Pollution Act of 1990 in 2010. There are also numerous texts stating that OPA 90 §4201 was amended into the United States Code....
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