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If You Want Personal Info from CA Residents, You Need a Privacy Policy
Any Website provider or online service – including any mobile app – that collects personally identifiable information from users residing in California needs to have, and must conspicuously post, a...
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Announcing In 2 USA NOW!
During the past few years, I have helped several dozen foreign clients bring their businesses to the US (please see this blog’s Foreign Countries page). One of the keys to my success has been my...
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Can a Partnership Have Just One Partner?
This post’s title question about a one-partner partnership might seem silly: The common-sense answer is “No”, because one cannot be one’s own partner. As I learned recently working with a client who...
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WSJ: VCs Reducing Appetite for Risk
In an article published today (Venture Capital to Suppress Its Appetite for Risk in 2013), the Wall Street Journal reports that venture capitalists have dramatically lowered their appetite for risk,...
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Do LLC Officers Have a Fiduciary Duty?
Officers of a corporation have a fiduciary duty to both the corporation and its shareholders. (See California Officers Need to Be More Careful than Directors.) I recently had to consider whether, in...
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How Can We Add a Co-founder to Our Corporation?
This post is based on a question that I answered recently on Avvo. The question and answer – which pertain to adding a new co-founder to an existing corporation – are paraphrased below. Q. I would...
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Are Class F Shares a Good Idea?
A client told me that she wants to include Class F shares in her Certificate of Incorporation for the Delaware corporation we were forming. This post describes how we concludes that – for this client,...
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Chubby Checker Files Ridiculous Trademark Infringement Lawsuit
Singer Chubby Checker (real name Ernest Evans) – famous for The Twist dance craze in the 1960s – and certain corporations that he controls have filed a lawsuit against Hewlett-Packard Company and...
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When a Handshake Isn’t a Handshake
Last week Y Combinator announced The Handshake Deal Protocol. A “handshake deal” is an oral commitment to a funding transaction between a startup’s founders and an investor. Handshake deals are...
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Tech Contracts: Confidentiality Provisions and Unlimited Liability
This post is based on a question I answered on Quora. Q. Why do technology contracts often carve breach of confidentiality out of the limitation of liability? A. I’m going to start by broadening the...
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Which is Best –“Inc.”, “Corp.” or Something Else?
This post is based on and expands an answer I provided on Quora. Q. Which company suffix to choose: Inc, Corp, etc? What are the criteria? Many states – notably including Delaware (General Corporation...
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Corporations are Incorporated, but LLCs are Formed
This post, which discusses legal terminology, is adapted from a Quora answer that I provided almost two years ago. Q. Why do you “incorporate” corporations but “form” LLCs? Why the differing...
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“Director” and “Director” May not Mean the Same Thing
While working with one of my international clients several months ago, I re-learned a lesson that I already knew: The same word can mean different things under different countries’ legal systems. The...
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Who Gets to See the Shareholder List?
The founder of a closely-held corporate client, knowing that some employees soon would be shareholders, recently asked whether those employee-shareholders would have the right to find out how many...
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Corporate Directors in California Can Inspect (Almost) Anything
I have written about shareholders’ rights to inspect corporate financial records and shareholder lists. This post discusses directors’ far greater inspection rights. California Corporations Code...
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Corporate Business Filings Joins Hall of Shame
A couple of weeks ago a client emailed me with great concern. He received a letter that looked like a government demand for $225, lest a penalty of $250 be imposed by the state. It turns out that the...
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Do Corporate Directors’ Voting Rights Depend on the Number of Shares They Own?
This post is based on a question that I answered recently both for a client and on Quora: Q. Do corporate directors’ voting rights depend on the number of shares they own? A. No. Board members...
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The First Sale Doctrine: If I Own It, I Can Sell It
Copyright and trademark owners typically like to exercise their legal rights as broadly as possible. There is however, a well-known limit to those rights called the “first sale doctrine“. Actually,...
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A. T. Kearney: US Seen as Best for Foreign Direct Investment
Last week, global management consulting firm A.T. Kearney released its 2013 Foreign Direct Investment Confidence Index. The major surprise: For the first time in more than a decade, senior executives...
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Terminology: Joint Venture vs. Strategic Alliance
This post is based on a Quora question that I answered recently: Q. What is the difference between a joint venture and a strategic alliance. A. A joint venture involves creation of a new entity in...
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