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Canonical Questions on the Law® Series Explained

Logo for Quora, where Dana Shultz created the Canonical Questions on the Law™ series of questions and answers about legal issues, concepts and terminologyThis post explains what the Canonical Questions on the Law® series is. Equally important, this post explains why I created that series of questions and answers about legal issues, concepts and terminology.

I have been active on Quora, a question-and-answer site, since 2010. In a significant change, Quora recently limited questions to 250 characters. Users no longer are able to include lengthy paragraphs containing question details. (more…)

What are Liquidated Damages?

Photo of a $100 bill for a post about liquidated damages

This post explains the meaning of the legal term “liquidated damages“. It is part of Dana Shultz’s Canonical Questions on the Law® series of questions and answers about legal issues, concepts and terminology .

Sometimes a contract specifies an amount that a party must pay for breaching that contract. The legal terms for that amount is liquidated damages.

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What Does “Represent and Warrant” Mean?

Photo of contract being signed for post about meaning of the phrase "represent and warrant"

This post discusses the meaning of the phrase “represent and warrant“. This is part of Dana Shultz’s Canonical Questions on the Law® series of questions and answers about legal issues, concepts and terminology.

Distinguishing Representations from Warranties

To understand what the contractual phrase “represent and warrant” means, we need to know what representations and warranties are.

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What is Dissociation?

"Goodbye Friends" sign for post about dissociation from a partnership or LLC

This post explains what dissociation is. This is part of Dana Shultz’s Canonical Questions on the Law® series of questions and answers about legal issues, concepts and terminology.

Definition of Dissociation

Dissociation is the process by which one:

  • Stops being a member of a limited liability company (LLC); or
  • Stops being a partner in a partnership.

Alternatively, this process sometimes is called withdrawal.

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What are Non-voting Shares?

Photo of a ballot for post about non-voting shares

This post explains what non-voting shares are and why a corporation might want to authorize them. This is part of Dana Shultz’s Canonical Questions on the Law® series of questions and answers about legal issues, concepts and terminology.

In this post, I will focus on non-voting common shares. Preferred shares raise issues that go well beyond voting rights. (See What Is Preferred Stock?)

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How Does a Corporation Declare a Dividend?

Photo of cash symbolizing post about how to declare a dividendThis post discusses the process by which a corporation may declare a dividend. This is part of Dana Shultz’s Canonical Questions on the Law™ series of questions and answers about legal issues, concepts and terminology.

Please note that this post assumes that the corporation will pay a cash dividend to its shareholders. If, instead, the corporation wishes to pay a stock dividend (issue more shares to existing shareholders), then somewhat different rules will apply. (more…)

What Does “Amended and Restated” Mean?

Alaska Air Amended and Restated Certificate of Incorporation“Amended and restated” is a term that lawyers use a lot. (A Google search produces approximately 792,000 results.) This post discusses that term’s meaning and why lawyers use it. This is part of Dana Shultz’s Canonical Questions on the Law™ series of questions and answers about legal issues, concepts and terminology.

“Amended and restated” can apply to virtually any type of legal document. Examples:

  • Certificate/articles of incorporation;
  • Corporate bylaws;
  • Limited liability company operating agreement;
  • Any other type of agreement;
  • etc.

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Assignment and Delegation in Contract Law

Logo for Quora, where Dana Shultz answered a question about the terms assignment and delegation under contract lawAssignment and delegation are terms that have specific meanings in U.S. contract law. I am basing this post on a Quora answer that I wrote recently. Please see What are assignment and delegation in contract law?

In contract law, “assignment” can have a narrower meaning and a broader meaning. To start, I will discuss the narrower meaning. (more…)

How Much Can My Product Look Like Another Company’s Product?

Logo for Quora, where Dana Shultz answered a question about "How much can my product look like another company's product?"This post discusses how much one company’s product can look like another company’s product without creating intellectual property problems. It largely copies a Quora answer that I wrote recently. Please see How much can my product look like another company’s product without infringing the other company’s intellectual property rights in that product? (more…)

Which Types of Intellectual Property Can Protect an Idea?

Logo for Quora, where Dana Shultz answered a question about types of intellectual property protectionThis post explains why the various types of intellectual property (“IP”) cannot protect a mere idea. However, IP may protect items that one creates based on such an idea.

I first wrote about this subject on Quora. Please see Which types of intellectual property protection can I receive for my idea? (more…)