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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can lawyers/senate public commitee meetings ask questions which might be covered by NDA's
I'm just taking the recent Mark Zuckerberg Senate hearings which were held in the open in the United States. Is there some sort of fine line that the Senate has to follow? Can they ask any questions ...
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In what order do collateral and guarantees pay off a defaulted loan or bond?
Company A is issued a loan that is guaranteed by Company B and is secured by liens on Company C's assets.
Company A defaults on its loan. In what order are the collateral and guarantees used to pay ...
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How does shareholders' limited liability work in practice?
Given that:
A shareholder in a limited company is not personally liable for any of
the debts of the company, other than for the amount already invested
in the company and for any unpaid amount ...
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Can a CEO of a C corporation who make no salary qualify unemployment benefits?
Many officers of startups do not make a salary, but they are actively working for their company. While they do have options, these options may not be worth much of anything in the beginning. If the ...
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Can IRS tax an offshore business operated by a non-resident alien in U.S?
The business is incorporated offshore. It is a company selling software applications. There is no office in the U.S. It has nothing to do with U.S. except:
The owner of the offshore company is a non-...
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How can immigrants in the US get paid as owners of companies when they can't be paid as workers?
I have been interested in starting a company as an immigrant but don't understand what the law is for paying myself from the company or in what capacity I could legally work in the company. I have ...
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Who has authority to sign on behalf of company
When it comes to corporations, who has the authority to bind a company and what evidence should they provide to prove this please? I assume company officers do have the power, but how can this be ...
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Corporation files ch. 7 but wholly-owned subsidiary LLC does not file - how does this happen?
I have an interesting situation. I’m a customer of a US corporation through its wholly-owned LLC subsidiary (one of several). The entire corporation (including the subsidiarys) shut down operations ...
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I am a shareholder in a Private C-Corp, what are my rights?
I am a shareholder in a private c-corp. I am trying to get financial records for the company and they are ignoring me. I believe this is my right as a shareholder. What options do I have? Am I ...
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What is the legal basis for unilateral share dilution?
As I understand it, many corporations have provisions in their articles of incorporation that allow them to issue new shares (or options) by board vote and give those shares to themselves or their ...
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Did the judge try to order me to pierce the corporate veil?
In a legal proceeding a couple of months ago, I was unfortunately at the disadvantage of not being represented by my attorney. (There is a reason which is unrelated to this question.)
I'm not a ...
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Why create an intellectual property holding company as a parent, subsidiary, or separate entity?
Most of the examples of intellectual property holding companies I've seen via web searches utilize a wholly owned subsidiary of a parent company to hold IP and then lease it back to the parent company ...
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How to issue LLC membership units for each founder to own 1/3 of the company?
There are three LLC founders that each own 1/3 of the company. In the LLC operating agreement, we would would like to have 100 membership units total to represent 100% ownership of the company.
How ...
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Should "LLC" be included on the sign on my business front door (California)?
Does California require that I append ", LLC" to my business name for the letters silkscreened on the front door of my business, or the building directory facing the street?
Things I've read online ...
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Virginia non-stock corporate board elections
Can a non-stock corporation with one class of voting members establish two classes of Board Directors, and then tell members to vote for a certain number of nominees from each class? Is that practice ...
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How to get a proof of business address for mail forwarding service?
We would like to use mailing forwarding service as our business address in US. Banks require us to prove business address. How to get a proof of business address if we are using a mail forwarding ...
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When should a constitution or bylaws have separate articles versus sections within an article?
My church is in the process of re-organizing our constitution and bylaws. Currently, we have individual articles for some elected positions. Others get defined only in context of the board that they ...
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Can LLCs be completely anonymous
I was under the impression that in every state, the creator of an LLC or INC must have at least one chief executive, and in some states, a treasurer and secretary.
However, in some filings I've come ...
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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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