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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1answer
724 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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2k 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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36 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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952 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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46 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
130 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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2answers
632 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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2answers
89 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
101 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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When should you evidence LLC interest using certificates?

In forming an LLC in PA, the Certificate of Organization states the following: [Strike out if inapplicable] A member's interest in the company is to be evidenced by a certificate of membership ...
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3answers
4k 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
209 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
123 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
60 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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33 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
165 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
70 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
3k 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
274 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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263 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
123 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
9k 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
37 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
255 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
157 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
72 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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87 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
197 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 ...
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1answer
146 views

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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1answer
1k views

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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1answer
237 views

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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1answer
28k views

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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1answer
58 views

Purchase of LLC Interest in Connecticut, USA

I currently own 30% of an LLC in the state of Connecticut, USA. The LLC currently has a total of 2 members, meaning another person holds the remaining 70% which I would like to purchase. Where could ...
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0answers
76 views

Automating online job application systems (applicant tracking software) is legal?

Application tracking software or job application software is annoying most of the time. They ask you to fill out loads of information along with your resume, even if your resume has most of it. People ...
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1answer
96 views

Chances of theft of new invention during the screening process to get a patent

Suppose I invented something and need to patent it. So, I submit all the documents to the patent office. So, the officers who examine my documents containing new invention at the patent office, could ...
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2answers
1k views

Use of Co. in a Non-Registered Business Name

A few of my friends and I have started a business in Canada, and in our name we have "Co." at the end. We are deciding whether to register as a business or not, and are unsure as to whether we can ...
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612 views

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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2answers
352 views

How does “apparent authority” work for a company's directors?

An employee or agent of a company has apparent authority to transact on behalf of the company if his function or standing with the company will lead a reasonable person to believe that the company ...
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2answers
60 views

Nonprofit Board did not send notice of annual meeting

What can the members of a Nonprofit Corp do if the Board did not send notice of the Annual Meeting? The Board held the Annual Meeting and voted themselves back into power without notifying the members ...
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1answer
3k views

How can I transfer ownership of an LLC in Virginia?

In 2011 I filed paperwork with the Virginia State Corporation Commission (SCC) to form an LLC. I was the "registered agent" for the LLC. Now, in 2015, I would like my wife to own 100% of the LLC. I ...
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1answer
107 views

Can a manager decline a request for a sick day?

At work can a manger tell an employee that they must come in to work after requesting a sick day? What if the reason is something like they need to go to the dentist to get their annual teeth cleaning?...
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2answers
90 views

Who is liable the prior franchise owner, current franchise owner or franchise?

Say a 24 hour gym Franchise offers cancellation through email of their memberships. A cancellation email was sent but the membership was never cancelled and has been withdrawing dues for up to two ...
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1answer
53 views

Reviving an expired corporation

Is there a procedure that allows the reviving of an expired LLC in Nevada? The company in question expired over a year ago after the required annual documents were not filed.
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133 views

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?