14

History of the case Javascript is a trademark of Oracle since 1996/1999. Anything that can cause confusion of origin or endorsement is thus infringing on the trademark of Oracle. A company explicitly named after a product of another implies to be endorsed, so Oracle sued that company under S69(1) of the Companies Act 2006 in November 2019. The company did ...


12

The simplest way to "resolve" this situation is to Change the name of your company to something that doesn't contain or resemble the word "javascript" and Pay £800 costs to Oracle. The alternative is to appeal to the High Court, but you would need a lawyer who is an expert in company law and some reason to think that an appeal is likely ...


5

This is neither unusual nor illegal, assuming that the buyback price is specified in the agreement. If your friend does not wish to take advantage of the "nice discount" he can decline the deal, and decide for himself whether he wishes to buy shares without restriction, at the market rate. (It would be interesting to know what happens if he sells his shares ...


5

My understanding is that the "flow-through" treatment is specifically a tax law concept. The LLC has its own income, which it can use to pay expenses or acquire assets or for whatever other purpose, and such assets become the property of the LLC. It's just that when it comes time to pay taxes, the LLC's net income is taxed as income to the owner. But that ...


5

The German law mandates minimum notice periods for work contracts. But there is no restriction on maximum notice periods, as long as the employee does not have a longer notice period than the employer (§622 BGB de|en). So yes, in theory you could negotiate that the company is not allowed to fire you in the first 4 years. But I would find it unlikely that ...


4

First - do it all with an operating agreement in writing; always - no exceptions! Second - what you are describing in fairly simple for any competent lawyer to draft. The voting section of the operating agreement needs to include a provision stating something to the effect that until a Trigger Event occurs, Big Member will have 90% of the voting power of ...


4

Such agreements are extremely common In fact, companies can issue redeemable shares to the market which can be bought back at any time from the current owner. Such shares normally trade at a discount to the company’s ordinary shares. Of course, companies can also buy back their ordinary shares on a voluntary or compulsory basis anyway. Unpacking your ...


4

If the company makes a contract, and as a result of that contract it owes more money than it has, then the company goes bankrupt and the owners and directors can walk away from it. This covers the owners/directors in cases of ordinary business contracts. However if an employee (including an owner or director) does something sufficiently harmful then under ...


4

Firstly, this had nothing to do with trademark or copyright infringement as the question and one of the answers suggest. This was an action taken under Section 69(1) of the Companies Act 2006 which states: A person (“the applicant”) may object to a company's registered name on the ground (a) that it is the same as a name associated with the applicant in ...


4

Yes. There is no requirement that a company name be accurately descriptive. One could call such a company "Horror and Fury Brewing" if one chose to, or "Joe's Eats". Such a name might well reduce book sales, but there is no law against poor business decisions. As long as the name does not violate any existing trademarks, it should be OK ...


3

Is the debt secured? Lenders can lend money secured or unsecured. If they lend it secured then what is the security? That is, what property secured the loan? For your example that could be a mortgage over the land or a charge over the assets of the LLC or both. In this particular example, it doesn’t make a difference but if the sale of the property only ...


3

The question of whether a person was acting on their own behalf or that of a company would generally be a question of fact, so if such a case came to court it would be for both sides to present evidence and argue for their interpretation of it. In most cases the context makes it clear. You mention having a company email domain and associated email signature;...


3

In general, you cannot neither change contracts nor restrict/nullify other people's rights by your acts alone. The people who hired you personally have a contract with you, not with your LLC. So, if someone has a claim against you, then their claim should not be contingent of your LLC going bankrupt or not; they have a right to have their damages restored ...


3

No more than using your own phone, eyeglasses or underwear while working for the LLC. These are all tools of trade than one wold expect employees of the LLC to bring to their job (especially underwear). There is potentially a problem if assets of the LLC are alienated for personal use rather than the other way around. However, that would be subject to a ...


3

You will have to pay import toll and taxes. There is no way around that unless you get only tiny deliveries, and that would be tax evasion. Atop that, make sure your wares are declared properly and are not regarded as counterfeit or not importable. Fashion products might require to follow some special rules on ingredients that are allowable. You can get the ...


2

Sometimes people loan money to a company in a convertible debt transaction. This means that if a certain event happens a certain amount of debt loaned to the company by an investor is converted into a certain amount of equity (i.e. stock or a membership interest) in a company. "Upon conversion" when at the time that a debt to equity conversion is occurs ...


2

You are placing too much importance on "flow-through". It does not even belong on the same list as the others. LLCs are defined by state governments. They decide what an LLC is, what features it gets, and whether it can hold property. ("yes"). When an LLC holds property, the title is held by the LLC. Period. The state gets to decide that. The IRS is ...


2

You and the company are separate entities. Let’s say your company has a printer. If that printer as a used printer is worth $500 then the company can’t give it to you for free or sell it for less than the value, or it will be tax evasion. The company’s profits are lower than they should be, and your wallet contains more money than it should. The only legal ...


2

Yes. There is no strict regulation of what kind of business can be operated out of a for profit entity in most jurisdictions, subject to some specific exceptions. In certain regulated industries, e.g. banking, pubic utilities, alcohol industry firms, firearms sales and manufacturing firms, marijuana industries, law firms, firms of medical doctors, there are ...


2

couldn't Peter sue John (and his new company) instead of the old company? That depends on the intricacies of corporate law in the [unspecified] jurisdiction at issue. For instance, the applicable legislation might require John to sue the old company, which in turn would proceed as third-party plaintiff to go after John. Regardless, it seems safer for Peter ...


2

There is no separate and distinct entity type called a "New Mexico anonymous LLC". All New Mexico limited liability companies are anonymous to the same degree. New Mexico does not impose a separate entity level tax on LLCs that are taxed for federal income tax purposes as partnerships rather than as corporations and its income instead flows through ...


2

If you're asking how to get a legal agreement to be completely immune to dismissal, don't. No sane person will consider it and most will wonder why you need to be unfireable and rescind the offer. Workers rights in Germany protect against unfair dismissal. Odds are if you do lose your job it'll either be through a mistake of yours or the company suffering ...


1

You would have to go through at least the DoC: DoC NY LLC Change Form If you hold any other certificates/licenses you would have to contact those agencies (like a use-tax certificate or sales tax certificate). Your taxes shouldn't need notification unless you pay something other than your normal 1040/Schedule-C taxes (for example if you elected S-Corp status)...


1

Typically you would have the following set up: Class A shares: these would have all the voting rights Class B shares: these would have all the dividend rights Class C shares: these would have all the capital rights So in this case, you would split Class A 50/50 and Classes B and C 70/30 between you and your partner. It's likely that whoever processed your ...


1

Derivative Claims Normally, in the fact pattern presented, Peter would need to bring a derivative action against him for the benefit of the company as a whole, following the special procedures for such actions, because the harm of the misappropriation of the funds affects all shareholders proportionately, and is a harm to the company, rather than particular ...


1

Yes, if the court decides it has jurisdiction The fact that all parties are Australian and reside in Australia could be enough to enliven that jurisdiction. It d3pends on if all parties agree to be subject to the jurisdiction of the court or if some argue that the correct venue is Dubai. If so, the court may agree with them or they might do so anyway. If it ...


1

There is no statutory provision prohibiting a minor from being a subscriber of a company limited by guarantee. It is possible that the company's articles of association prohibit minors from becoming subscribers. I am unable to locate any case law on the matter either. Therefore, as long as there's no contractual bar to becoming a subscriber (through the ...


1

First of all, this is probably not legal, either because it is in substance an effort to avoid immigration laws, because the workers are inaccurately classified as independent contractors when they should be classified as employees, or because it amounts to money laundering. It also would be a violation of immigration laws to the extent that someone knew, or ...


1

How would I go about (in these negotiating times) to avoid such a scenario? You can't, although a well-thought contract reduces the chances of loss. Even if you hire an expensive attorney and sue the buyer or company, you still are at risk of losing everything because there are many incompetent lawyers and many corrupt judges. The judge presiding your case ...


1

It is important to only enter into this partnership with someone you trust but you and the investor will have different incentive structures and may very well have different views of the company as time goes on. The investor does not need to be a dishonest person to decide that you might need to be demoted from CEO at some point, for example. You may differ ...


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