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You Can’t Change Online Terms Solely by Email

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In Changing Online Terms of Use? Be Sure to Give Notice First!, I discussed a case that held that merely changing a website’s online terms does not bind users to the new terms – the users must receive notice that the terms have changed and how they have changed. This post discusses a recent case (Schnabel v. Trilegiant Corp.) that comes to a consistent conclusion from a different direction: Merely sending an email that adds a provision to existing online terms does not bind users to that provision.

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Should I Send Myself Notice of Annual Meetings?

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This post is adapted from an OnStartups.com question that I answered. The questioner wondered whether, as sole shareholder of a corporation, he needs to give himself notice of annual shareholder meetings.

Q. If I am the only shareholder in a corporation, do I have to give myself notice of annual meetings? It seems silly that I would have to notify myself, but is this required to stay legal?

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Changing Online Terms of Use: How Detailed Must Notice Be?

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In “Changing Online Terms of Use? Be Sure to Give Notice First!“, I explained that if you are going to change a website’s terms of use, you first need to provide notice that the terms have been changed and explain how they have been changed. This post – based on a Quora question and my answer – discusses how detailed the notice must be.

Unfortunately, there are no definitive rules regarding the level of detail that the notice must contain. I have two guidelines that I like to follow.

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Should My Corporation Provide Stock Certificates to Shareholders?

Image of a stock certificate for a post about stock certificatesLet’s assume that you are one of the founders of a new corporation. Should the corporation provide stock certificates to shareholders when their shares are issued?

For most startups formed in California, the answer is “yes” – and not merely because the founders will feel good having tangible evidence of their ownership interests. (more…)

Changing Online Terms of Use? Be Sure to Give Notice First!

First page from the Douglas case, which discusses changes to terms of use

Let’s assume that you have a website with great content. When users sign up, they eagerly click the “I agree” button to accept your standard terms of use. In those terms, you give yourself the right to make future changes to the terms of use via the following provision:

“We may change these terms of use at any time by revising them on our website. You agree to be bound by any such revisions. Therefore, you should review these terms periodically. If you do not agree with any revision, you must stop using our website.”

Changes to Terms of Use Require Notice

This approach is routine on the web and, until recently, was considered by many to have precisely the effect that was intended. In 2007, however, the United States Court of Appeals for the Ninth Circuit (which has jurisdiction over federal cases in the Western U.S.) stated that website owners must do more than just change terms of use online if they want the changes to take effect for existing users.

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