44 votes

What's the difference between a share and a stock?

Short answer: There is no difference. Long answer: Come, ride with me through the veins of history. I'll show you a god who falls asleep on the job. (And how can we win, when fools can be kings? Don'...
Patrick Conheady's user avatar
40 votes

Why do corporate mergers require the approval of foreign governments?

When American companies do business on a multi-national basis, they have to comply with the business regulations in all of the countries where they do business. Anti-trust regulations are among those ...
ohwilleke's user avatar
  • 205k
29 votes

Can a corporation refuse to know things its agents know?

united-states Short Answer As a practical matter, if you want to opt-out from something and they want you to send them a letter saying so in the mail, send them a letter (via certified mail) and be ...
ohwilleke's user avatar
  • 205k
25 votes
Accepted

How to interpret or parse this confusing 'NOT' and 'AND' legal clause

It says They shall not confer the right [[to attend any meeting of members] and [to exercise one vote for every share held]]. The elements joined by a conjunction such as "and" should be ...
phoog's user avatar
  • 36.9k
25 votes
Accepted

Legal definitions differentiating 'corporation' and 'private estate' in relation to Duchy of Cornwall

As a matter of law, the Duchy is correct, because a superior court of record agreed, and dismissed the arguments made on the other side. The cited claims from Republic come from a case in the First-...
natso's user avatar
  • 266
25 votes

Why would a clause apply until 21 years after the death of the last descendant of King Charles III?

It’s a common law rule dating from the 17th to 19th centuries Known as the rule against perpetuities “that prevents people from using legal instruments (usually a deed or a will) to exert control over ...
Dale M's user avatar
  • 204k
24 votes

Can a company adopt a child?

In the US, adoptions follow state law. Here is the law for Washington state. RCW 26.33.140 says that "Any person who is legally competent and who is eighteen years of age or older may be an ...
user6726's user avatar
  • 215k
21 votes

Why do corporate mergers require the approval of foreign governments?

The answer is that corporate mergers do not require the approval of foreign governments. If two American companies decide to merge, no other government can prevent it. But they can prevent the ...
Mike Scott's user avatar
  • 1,432
20 votes

Spin-off company with all parent's debt?

An arrangement like that (if successful) would be a fraudulent transfer in which creditors could gain access to the assets of the company's to which the assets were transferred, if pursued before the ...
ohwilleke's user avatar
  • 205k
19 votes

Can a company adopt a child?

In Germany a legal person can't adopt a person, but can be the legal guardian ("Vormund") if a child has no parents. There are special "Vormundschaftsvereine" (associations for ...
K-HB's user avatar
  • 1,001
17 votes
Accepted

What are the implications of a company being "not in good standing?"

This has very little legal effect. It means that someone forgot to update their annual registration and pay the fee and could be resolved in half an hour with a small late fee payment. It is a sign of ...
ohwilleke's user avatar
  • 205k
13 votes
Accepted

Is there any significance to "Inc." vs "Corp."?

Is there any significance to "Inc." vs "Corp."? does it matter if Bob's construction business is Bob's Construction Inc. or Bob's Construction Corp.? No. "Inc." is an ...
ohwilleke's user avatar
  • 205k
13 votes

Why would a clause apply until 21 years after the death of the last descendant of King Charles III?

This is an effort to avoid the rules against perpetuities which immediately invalidates contracts that do not expire within the life of someone living at the time that the contract is entered into ...
ohwilleke's user avatar
  • 205k
13 votes

Is Facebook a monopoly?

Facebook is not a monopoly. There are other social media firms out there, it did not achieve its market share primarily through anti-competitive conduct, and there are almost no formal barriers to ...
ohwilleke's user avatar
  • 205k
12 votes
Accepted

What stops Musk from changing Tesla's incorporate location to find judges that would rule in his favor

Short Answer What stops Elon Musk or any CEO from constantly changing place of incorporation if judges don't rule in their favor? Nothing other than the need for approval from the board of directors,...
ohwilleke's user avatar
  • 205k
11 votes
Accepted

ability to eat bacon as a job requirement

This potentially (i.e. almost certainly) runs afoul of laws against religious discrimination. However, you can have such a requirement provided you make an accommodation for those with sincerely held ...
user6726's user avatar
  • 215k
10 votes
Accepted

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

You can have as many people with the same job title as you wish. You can have more than one CEO as well, although that would be weird and confusing. Nothing prohibits this and CTO isn't even a ...
ohwilleke's user avatar
  • 205k
10 votes
Accepted

Is the U.S. entity ban against Huawei against the rule of law?

I believe you are using rule of law when you mean due process. The former refers to equality before the law and the subjugation of executive government to the law while the latter refers accepted ...
Dale M's user avatar
  • 204k
10 votes
Accepted

M&A: Avoiding paying redundancy by selling the company? (UK)

Does Corporation B pay the redundancy costs? Yes, that's what TUPE does, and all the usual stipulations and conditions would apply. Hypothetically there could be a separate agreement between A and B ...
motosubatsu's user avatar
  • 4,672
9 votes
Accepted

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?

A contract agreeing to share 50% of the profits from the game with him would be legal but it would be unwise, because it could create a general partnership, depriving him of the benefits of limited ...
ohwilleke's user avatar
  • 205k
9 votes

What laws protect minority share holders from having their share rights changed by special resolution?

It is true that a shareholder who controls a majority of the votes can be quite powerful indeed. This is a somewhat murky area of the law, but in many cases, a majority shareholder has a fiduciary ...
Kevin Li's user avatar
  • 2,310
9 votes
Accepted

Why is a company allowed to change the number of shares it’s divided into after its IPO?

There are two different kinds of transactions that are implicated by your question. The first is a stock stock split. This simply turns 1 share into X shares and trades out existing shares for new ...
ohwilleke's user avatar
  • 205k
9 votes

My bank sold a local branch to another bank, including my accounts, without my permission. Is that legal?

Contracts are transferrable The default rule is that the rights and obligations that one person holds under a contract (your original bank) can be transferred to any other person (your new bank). This ...
Dale M's user avatar
  • 204k
9 votes

Do corporations have any constitutional rights?

In Grosjean v. American Press Co., 297 U.S. 233, SCOTUS held that A corporation is a "person" within the meaning of the due process and equal protection clauses of the Fourteenth Amendment ...
user6726's user avatar
  • 215k
9 votes
Accepted

Who owns the company before the founders' shares vest (HBO's Silicon Valley plot point)?

Governing Law The governing law in this fact pattern would be the law of Delaware which under the relevant choice of law rules governs the internal affairs of a Delaware Corporation, specifically, the ...
ohwilleke's user avatar
  • 205k
8 votes

Starting a Tech Company: Should I rename and reuse my existing C-Corp, or form a new one?

Better to start fresh. From an investor's perspective, an old C-corp inherently leaves open questions over whether there are any skeletons in the closet and the dollar cost and effort involved is ...
ohwilleke's user avatar
  • 205k
8 votes
Accepted

Accepting online contracts on behalf of a corporation

How does the legal system determine whether the resulting contracts are with my employer as a corporate entity or with me as a natural person? How do I tell? The law of agency is one of the oldest ...
ohwilleke's user avatar
  • 205k
7 votes
Accepted

What happens to IP owned by a defunct company?

Companies dissolve by one of two modes: voluntarily or involuntarily. If it's a voluntary dissolution: the assets remaining after paying all the creditors are distributed among the owners according ...
Alexanne Senger's user avatar
7 votes
Accepted

How does shareholders' limited liability work in practice?

First, shares are a form of raising capital. A company must have some capital, and Bob receives the shares in exchange. So it is not free (the exact minimum would depend of the requirements for ...
SJuan76's user avatar
  • 5,859
7 votes
Accepted

What is the legal principle which requires Apple to pay the Irish State €13 billion?

The EU has established rules about member governments subsidising industries. The intention is to ensure that trade in the EU is not distorted by government incentives, so that factories get built in ...
Paul Johnson's user avatar
  • 13.2k

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