42

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't waste your time or time will waste you.) The word 'company' (as in a corporation) is derived from the word 'company' (as in a group of people, like the ...


22

No. Only the company owns the copyright, not its shareholders. A company is a separate legal entity with its own capacity to own property. Copyright is property, not infection that can be spread onto whoever is close enough. Pretty much like shareholders can't just share the use of the company's tangible assets, they can't wet their beaks in the copyright. ...


7

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 incorporating). In both cases, Bob is not only a shareholder but the manager of Bob Limited. Bob will not incur liabilities for being a shareholder, but he can be at ...


7

I imagine it's not a crime to change your mind before the order goes through, but that's not really what this guy did. The allegation is instead that he never intended to follow through on those orders in the first place. Entering an order to sell stocks and then canceling those orders is a crime if its done with an intent to manipulate the market, which is ...


7

The criminal complaint against Sarao can be found on the US Department of Justice's website. He was charged under four different sections of US Code: 18 USC 1343, which prohibits the use of inter-state or foreign telecommunications in the furtherance of a fraudulent scheme. 18 USC 1348, which prohibits fraud concerning securities and commodities markets. ...


6

It depends How good is your (legal) English? For example, do you know the legal difference between "will", "shall" and "must"? Or, the difference between "employee", "subcontractor" and "worker"? Or the difference between "bankruptcy", "insolvency" and an "act of bankruptcy"? Contingency What are you going to put in your dispute resolution clause? Do you ...


4

Sections 170 and 172 of the Companies Act (2006) cited in the original question, are most relevant. Section 170(3) and (4) provides that the Companies Act (2006) restates the common law and equity case law of the United Kingdom regarding the duties of directors and should be interpreted in that fashion, rather than as effecting a substantive change in the ...


4

I assume you're talking about corporations, not LLCs ("limited liability companies"). LLCs aren't corporations and don't issue shares of stock, and in any event Facebook is a corporation. Information relating to the shares of a corporation is typically outlined in the articles of incorporation, but practices and governing law varies by state and by ...


4

This is from a Canadian point of view, but the rules regarding how corporations run is generally pretty standard. I took a few classes in corporate governance, but I'm working mostly from memory, so hopefully most of the information is accurate! A corporation is its own entity, separate from any shareholders, and it can make whatever policies it wants. ...


3

As other answerers have noted, Bob's liability is only limited as a shareholder. In practice, the creditors of a one-person company would usually require a personal guarantee from the company owner to ensure that they have some recourse if the company fails, and the owner can also be personally liable for torts and crimes. However, it is worth clarifying ...


3

The shareholders can change who is the company director, but the company director runs the company (until he or she resigns or is forced to sign by the shareholders). So the company director is who has the say what happens in the company. If the contract is between Fred and John Smith directly, then I would expect John Smith to give the orders and to pay ...


3

First of all, there was no material change in the law, this is a misunderstanding (to some extent a misunderstanding intended by the author) of what is being explained. The change being discussed is actually a change in how economists and corporate law theorists think about corporations. The basics of corporate law did not change significantly in the 1970s....


3

Generally, a shareholder agreement that applies to all shareholders ought to have the same terms for everyone. The shareholder agreement signed by everyone could single you out for special treatment, but an agreement of everyone should be the same.


3

You have a fiduciary duty as a director to act in the best interests of the company. Not your interests, not his interests, not the shareholders' interests (individually or as a group); the company's interests. You must also separate the other guy's performance as an employee from his performance as a director. If he is not performing as an employee then ...


3

There is certainly precedent. This list of the 10 biggest class action lawsuits in the world indicates that 8 of the 10 were by investors against their own company. In any event your analysis is flawed. The people who initiate the class action may (probably are) no longer be investors because they sold their shares and realised their losses. Further a ...


3

Possibly Your employment contract is only one part of your deal You are also bound by the company’s constitution and any shareholder agreement that may exist. Companies often have wide ranging powers to repurchase their own shares at fair market value or following a pre-specified formula. It’s not uncommon for private companies to get an option to purchase ...


2

TL;DR Yes One that covers the essentials and leaves out the crap Carol would sue the company, not Alice. She could seek an order for specific performance and/or damages. General Corporations Background Stuff I speak from an Australian jurisdiction but the general principles will be applicable to the US; the particulars may vary. There will be overarching ...


2

Your rights arise from the corporation statute and the bylaws. Almost all U.S. states give shareholders a non-waiveable statutory right to examine the financial records of a corporation in which they own shares, although the details of what must be produced can vary and can often be reasonably adjusted in the bylaws. Sometimes a written demand in a statutory ...


2

This excerpt is a little bit hard to parse without knowing what kind of transaction is being referred to, but I will give it a shot. payable in kind means paid in property with no easily established monetary value, instead of stock or money or securities. For example, my uncle was once a shareholder in a wild rice distributor that ceased to be ...


2

The company is the company. It has its own legal personality. (That's why it "possesses all powers of a natural person, subject to any restrictions in the Corporations Act.") The company makes decisions and takes actions according to its constitution. Speaking of companies generally, some decisions are made by the shareholders, according to some voting ...


2

Class A and Class B are categories of common stock (also known as ordinary shares). Common stock/ordinary shares are what most investors purchase when they’re investing in the stock market. The only difference between Class A and Class B is the voting power one receives along with the share. A company that issues multiple levels of stock usually does so to ...


2

Does company have the right to purchase my vested shares after I quit? No. Although either party may terminate the employment relation, the notion of termination for cause typically denotes the employer's conclusion that the employee incurred some wrongdoing or misconduct. Some results from this search reproduce excerpts of contracts defining the notion of "...


1

The Company is the Company Companies have their own legal personhood and they are responsible for their actions. Obviously, a company has no physical existence so it can’t act on its own - it must act through its agents, acting within their actual or ostensible authority. Actual authority means the person(s) actually have the power under the law and the ...


1

Not in australia Changes in shareholding of private companies require the approval of all existing shareholders. However, in general (for private and public companies), shares are issued for something of value to the company - cash or something else - and therefore of value to the existing shareholders. The directors (and shareholders in private companies) ...


1

Here's my concern: if he decides to convert the loan, that would dilute the two other partners and he would get 72.5% of the shares. Is that correct? This depends upon exactly how the conversion right is worded. It would be unusual, but not unprecedented, for a conversion right to depend upon the current value of the company. More often, the ...


1

You could probably refuse the shares, although the mechanism would depend on ther jurisdiction you are in. You could accept them and then give them to a charity, if you so choose. Unless the shares are restricted in some way, as some shares are.


1

as the same exists in this context means that the common stock that is owned by shareholders when the Amended Articles of Incorporation are filed is the common stock that is being referred to, and not canceled shares or pre-stock split shares or repurchased shares. designating is used in this context to distinguish the Amended Articles of Incorporation that ...


1

"Endorsement" in this case refers to the concept of negotiation. If a negotiable document with one owner (such as a check or promissory note or negotiable bond or stock certificate) is signed (i.e. "endorsed") in the proper place on the original document by that owner, then the person who is in physical possession of the endorsed document (the "holder" of ...


1

Generally, a company is held responsible for debts in the company's name and the shareholder/owner of the company is not unless he is personally listed as such on the contractual agreement. In the event that the company becomes insolvent, the majority shareholder is not held financially accountable. There is however personal liability for the majority ...


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