This post discusses the role of the incorporator when a corporation is formed and is based on a Quora answer that I provided. Please see When a third party files Articles of Incorporation as the incorporator for a company, what are the necessary steps to ensure that the company is legally released to the directors?
When I form a corporation for a client, most of the time the client is the incorporator (i.e., signs the Articles / Certificate of Incorporation).
Corporate personhood – the idea that business entities may have some of the same legal rights and responsibilities as human beings – is a contentious legal concept. However, in his recent Mind and Matter column in the Wall Street Journal (Our Brains Say Corporations Are People, Too), neuroendocrinologist Robert Sapolsky cited studies showing that as far as the human brain is concerned, corporate personhood is not merely a legal concept.
Quoting a portion of that column (emphasis added): (more…)
Last year, I wrote about a California law that prohibits non-disparagement clauses in consumer contracts. (See Consumer Non-disparagement Clauses Nixed in California.) Recently, the Federal Trade Commission took the position that such “gag clauses“ violate federal law, as well.
Roca Labs’ Obesity Treatment
Roca Labs claims that it has an alternative to bariatric surgery as a treatment for obesity. Roca says that its “proprietary regimen decreases hunger motivation, decreases urge to eat, and reduces gastric capacity by 45% to 65%.” (more…)
This post is based on a recent federal appellate case, Lenz v. Universal Music. That case held that one must consider fair use as a possible defense for an online service provider before sending a takedown notice under the Digital Millennium Copyright Act (DMCA).
This post about Google Scholar is a bit off-topic, discussing free online legal research, which is not necessarily a startup issue. However, this information is based on my answer to a Quora question that I am pleased to share here. See Where does Google Scholar get its case law (full-text court opinions) from?
I was intrigued by this question, having wondered, myself, how Google Scholar obtained full-text case law (court opinions). (more…)
In California, a “work made for hire” (WMFH) provision in a contract can convert a contractor to an employee. This post describes the statutory basis for this little-known area of the law.
Before providing details, I will note that the (likely unwanted) ability to convert a contractor to an employee will arise only under narrowly-defined circumstances.
- The independent contractor must be an individual rather than a legal entity (a corporation or limited liability company).
- The relevant contract must expressly specify WMFH treatment for the contractor’s work product.
- The contractual relationship must be governed by California law. (I don’t know whether any other states have similar laws.)
This post discusses a 2014 case (Cochran v. Schwan’s Home Service, Inc.) which held that California employers must reimburse employees who use a personal cell phone for work.
Plaintiff Colin Cochran, as class representative, brought a class action lawsuit against Schwan’s Home Service (“Home Service”) on behalf of 1,500 service managers employed by Home Service. The suit sought, among other things, reimbursement of the managers’ work-related personal cell phone expenses. (more…)
You probably have sung “Happy Birthday [to You]” countless times. This post is about a company that has been collecting royalties from that song and the possibility that those royalties soon may stop.
In 1893, sisters Mildred Jane Hill and Patty Smith Hill published a collection of children’s songs. One of the songs – with the tune that we now know for “Happy Birthday to You” – was “Good Morning to All”.
Good morning to you,
Good morning to you,
Good morning, dear children,
Good morning to all.
While no one knows for sure who wrote the “Happy Birthday” lyrics, their first known publication was in 1912. (more…)
This post about email harvesting being a violation of CAN-SPAM is based on an answer to a Quora question that I provided. (Please see Is email harvesting illegal? )
Definitions: Email Harvesting and CAN-SPAM
Email harvesting is the process by which lists of email addresses are gathered for use in bulk emailing (spam). (more…)