The High-touch Legal Services® Blog…for Startups!

© 2009-2017 Dana H. Shultz, Attorney at Law

You Can’t Just Stop Being a Shareholder

Logo for Quora, where Dana Shultz answered a question about how you can't just stop being a shareholderThis post explains why, in the U.S., one can’t just stop being a shareholder. I decided to write it after addressing this issue on Quora. Please see Corporate Law: What is the best method to abandon stock in a private company? (more…)

Creativity and Copyright

Copyright Office logo fo Dana Shultz post about creativity and copyrightCreativity is important socially and aesthetically. It also is required for a work to be copyrightable.

The Compendium of U.S. Copyright Office Practices is the administrative manual of the Register of Copyrights. The Compendium concerns Title 17 of the United States Code and Chapter 37 of the Code of Federal Regulations. (more…)

What Does It Mean to Hold X Shares?

Logo for Quora, where Dana Shultz answered a question about what it means to hold X shares in a companyI am writing this post because of a Quora question that I answered. Please see What does it mean when you have X shares in a company?

Before addressing the significance of the number of shares, I will address the significance of shareholding, generally. (more…)

What Are My Entity’s Compliance Obligations?

Frequently, the first service I provide to a client is to form a new legal entity (corporation or limited liability company). And frequently, once that entity is formed, the client’s first question is “What are my entity’s compliance obligations?”

This post provides a high-level answer to that question.

(If you form a corporation in California, you can find additional information in the Postincorporation Matters document on the Downloads page – image above.) (more…)

How Delaware Became the Incorporation Capital

Logo for Quora, where Dana Shultz answered a question about how Delaware became the incorporation capital of the U.S.This post explains how Delaware became the incorporation capital of the U.S. It is based on a Quora question that I answered recently. Please see How did Delaware acquire its status as a corporate haven?

There are a number of law review articles about the history of Delaware corporate law and how Delaware became the home to so many U.S. corporations.

In my opinion, one of the most informative articles is Arsht, “A History of Delaware Corporation Law”, Delaware Journal of Corporate Law (1976). (more…)

Parent and Subsidiary – Who Owns What?

Logo for Quora, where Dana Shultz answered a question about parent and subsidiary ownershipI am writing this post about parent and subsidiary ownership because of a question that I answered recently on Quora and a similar question that a prospective client posed to me. (Please see Can an LLC allocate ownership to individuals on a per investment basis (vs at the LLC level)?)

I always have thought that parent and subsidiary ownership were straightforward. However, that apparently is not the case for everyone. I will use an example to explain this concept. (I will refer to corporations. This discussion can apply equally to other types of entities, such as limited liability companies.) (more…)

Consumer Review Protection Now Part of Federal Law

Seal of the Federal Trade Commission, which enforces the Consumer Review Fairness Act of 2016Consumer review protection now is part of federal law. Specifically, in December 2016, Congress passed, and then-President Obama signed, the Consumer Review Fairness Act of 2016, 15 USC Section 45b.

Interestingly, this law has some similarities to – but is more detailed than – a law that California put into effect about two years earlier. See Consumer Non-disparagement Clauses Nixed in California. However, the federal law applies only to consumer reviews that involve interstate commerce. (more…)

Constructive Notice Makes Sense – Here’s Why

Logo for Quora, where Dana Shultz answered a question about constructive noticeThis post is about a legal concept, constructive notice.

Its origin is a Quora answer that I provided. Please see If nobody reads the Terms of Service then how can they legally be acceptable as a disclaimer? (more…)

How Can I Calculate My Share Ownership Percentage?

2% graphic illustrating share ownership percentageI am writing this post about calculating one’s share ownership percentage because of an email exchange I had on behalf of a client.

We had formed a Delaware corporation with 10 million authorized shares. Of the authorized shares, 8 million had been issued to the founder.

The founder and an independent contractor had agreed on equity compensation for the contractor. The agreed-upon share ownership percentage was 2%.

The contractor thought that he should receive 200,000 shares (2% of 10 million). The rest of this post explains how and why the contractor was incorrect. (more…)

DMCA Designated Agent List Going Online

Logo of US Copyright Office, which announced that its DMCA designated agent paper filings will transition to an online systemThe U.S. Copyright Office maintains designated agent records under the Digital Millennium Copyright Act (DMCA). The Office recently announced that will be moving from paper to an online system.

DMCA Background

The DMCA protects online service providers against liability for user-provided content that infringes third parties’ copyrights. (Please see Terms of Use and the Digital Millennium Copyright Act (DMCA) .) However, there are several requirements for that protection to exist. (more…)