Canonical Questions on the Law® Series Explained
This 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…)
How Do We Issue LLC Membership Interests?
When one forms a limited liability company (LLC) without a lawyer, there is a high likelihood that LLC membership interests will not be issued properly. This post describes how to issue LLC membership interests. It is adapted from a Quora question about LLC membership vesting that I answered.
Properly-Issued LLC Membership Interests
If LLC membership interests are issued properly, one would expect to see several things. (more…)
Patent Licensee: Have a Track Record if You Want to Succeed
This post is adapted from my answer to a Quora question from a prospective patent licensee. Q. How do I propose a licensing agreement with a patent holder?
A. In my experience, the most important thing that a prospective patent licensee needs to bring to the table is a successful track record.
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Who Appoints the Members of a Board Committee?
This post addresses a generalized version of a question that I answered on Quora concerning committees of corporate boards of directors. Q. Who appoints the members of a board committee?
A. Appointment of board committee members is governed by the corporation’s bylaws, or by applicable statutes if there are no bylaws. In my experience, bylaws (or statutes) state that a board committee is appointed by a majority of the board members. Committees are not appointed by the CEO or the Chair of the Board. (more…)
Terminology: Joint Venture vs. Strategic Alliance
This post is based on a Quora question about legal / business terminology that I answered recently. ? Q. What is the difference between a joint venture and a strategic alliance.
A. A joint venture involves creating a new entity in which the equity is shared by the participants.
A strategic alliance is an agreement by which the participants pursue an objective while remaining independent organizations.
The difference is whether a new legal entity is created. This makes it essential that correct terminology be used when describing a relationship between businesses.
Dana H. Shultz, Attorney at Law? +1 510 547-0545? dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.
How can I Invest More Money in My Corporation?
This post is based on a Quora question in which a user who already had invested money in his corporation wanted to know how he can invest an additional amount. My answer, reproduced below almost verbatim, starts by summarizing the steps for an initial equity investment.
Let’s assume you did your startup paperwork properly: The board of directors approved issuing some or all of the corporation’s authorized shares to you in exchange of payment of certain consideration; you deposited that consideration into the corporation’s bank account; the secretary recorded your share ownership on the corporation’s share transfer ledger and issued a share certificate to you.
In which State should My Startup Incorporate?
This post about the state in which a startup should incorporate brings together points I have made in earlier posts (please see below) and is based on a comment I made on another Quora participant’s answer.
I admit to having a point of view that differs from that of many other lawyers. However, as explained toward the end of this post, my point of view results directly from the types of clients that I serve.
Can a Corporation Issue More Shares than are Authorized?
This post is based on a question that I (and others) answered on Quora: What happens when a corporation issues more shares than are authorized under the Articles of Incorporation?
Answer: The supposedly-issued shares are void – in effect, they do not exist. For the shares to be issued, the Articles (CA) or Certificate (DE) of Incorporation must be amended to increase the authorized number of shares. Then, to be safe, the shares should be re-issued pursuant to an appropriate board resolution.
Related posts:
- Must a Corporation Issue All Authorized Shares?
- How Many Shares Should My Corporation Authorize and Issue?
Dana H. Shultz, Attorney at Law +1 510 547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.
