Delaware General Corporation Law: Quick Desk Reference

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Act 67 added section 111. (a) Requirements.--Unless otherwise provided in the organic rules of an entity or otherwise agreed between the sender and the recipient, an electronic communication is received when it: (1) enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record; and (2) is in a form capable of being processed by that system. (b) Awareness not required.--An electronic communication is received under subsection (a) even if no individual is aware of its receipt. (c) Presumption.--Receipt of an electronic acknowledgment from an information processing system described in subsection (a) establishes that a communication was received but, by itself, does not establish that the content sent corresponds to the content received. 2014 Amendment.

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equity incentive and corporate governance law practice

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Being Act No. 1459 — and, also, as experienced traders in shares of stock, infirmities in the title of the supposed vendors, or of the handicaps of these facts and of the risks attendant to the alleged transaction. For the extension of credit, such rules and regulations shall be based upon the following standard: An amount not greater than the whichever is the higher of – (a) Sixty-five per centum (65%) of the current market price of the security, or (b) One hundred per centum (100%) of the lowest market price of the security during the preceding thirty-six (36) calendar months, but not more than seventy-five per centum (75%) of the current market price.

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The Internationalisation of Corruption: Scale, Impact and

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A commitment to philanthropy also facilitates efforts to recruit and retain talented employees. That is why most modern criminal law systems foresee the possibility to hold the corporation criminally liable for the perpetration of a criminal offence. For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot. Failure to register when required to do so can be expensive and time consuming.

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Minority Shareholders: Law, Practice, and Procedure

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Written notice of the proposed action and of the time and place of the meeting shall be addressed to each stockholder or member at his place of residence as shown on the books of the corporation and deposited to the addressee in the post office with postage prepaid, or served personally: Provided, That in case of extension of corporate term, any dissenting stockholder may exercise his appraisal right under the conditions provided in this code. (n) Section 38.

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What every successful lawyer needs to know about accounting

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Roles and responsibilities need to be clarified, and coordination is needed among individual ministries and agencies. To view those terms and conditions click here. If a registration statement is on its face incomplete or inaccurate in any material respect, the Commission shall issue an order directing the amendment of the registration statement. Why decree conditional dissolution in one and not in the other case? Thus, said the CA, the TRANSFER BOOK OF THE CORPORATION, CITING SECTION 63 OF the transfer registered in the books of the corporation.

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Corporations And Other Business Enterprises, Cases And

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However, the act does not apply to insurance, surety, savings and loan associations, fraternal benefit societies, and banking corporations. Section 3138 is referred to in sections 1791, 1792, 1793 of this title. 3301. The Securities and Exchange Commission (“SEC”) is […] Any business that owns real estate of any kind can be faced with the issue of whether or not the business is liable for injuries a person receives while on the business’ property. There are rarely wronged parties, underdogs, or inequities in the financial means of the participants.

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Employee Participation in Governance: A Legal and Ethical

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The certificate of amendment shall set forth: (1) The name of the limited liability company. (2) The date of filing of the original certificate of organization. (3) The amendment to the certificate of organization. (4) If the amendment is to be effective on a specified date, the hour, if any, and the month, day and year of the effective date. (b) Limitation.--An amendment adopted under this section shall not amend the certificate of organization in such a way that as so amended it would not be authorized by this chapter as an original certificate of organization, except that: (1) A restated certificate of organization shall, subject to section 109 (relating to name of commercial registered officer provider in lieu of registered address), state the address of the current instead of the initial registered office of the company in this Commonwealth and need not state the names and addresses of the organizers. (2) The company shall not be required to revise any other provision of its certificate if the provision is valid and operative immediately prior to the filing of the amendment in the department. (c) Effectiveness of certificate of amendment.--Upon the filing of the certificate of amendment in the department or upon the effective time specified in the certificate of amendment, whichever is later, the certificate of amendment shall become effective, and the certificate of organization shall be deemed to be amended accordingly. 8974.

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Merger Control Regimes in Emerging Economies: A Case Study

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To deal with the new challenges in the corporate world, legal professionals with the ability to unravel legal complexities are in demand. C. 78o(d), as amended, may satisfy the notice requirement of division (F)(1) of this section by including a copy of the agreement of merger in a report filed in accordance with those provisions within twenty days after the approval of the agreement of merger by the directors of the corporation. (G) The approval of the agreement of merger by the directors of a domestic constituent corporation under this section constitutes adoption by that corporation. (1) The certificate of merger or consolidation shall set forth all of the following: (a) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (b) A statement that each constituent entity has complied with all of the laws under which it exists and that the laws permit the merger or consolidation; (c) The name and mailing address of the person or entity that is to provide, in response to any written request made by a shareholder, partner, or other equity holder of a constituent entity, a copy of the agreement of merger or consolidation; (d) The effective date of the merger or consolidation, which date may be on or after the date of the filing of the certificate; (e) The signature of each representative authorized to sign the certificate on behalf of each constituent entity and the office held or the capacity in which the representative is acting; (f) A statement that the agreement of merger or consolidation is authorized on behalf of each constituent entity and that each person who signed the certificate on behalf of each entity is authorized to do so; (g) In the case of a merger, a statement that one or more specified constituent entities will be merged into a specified surviving entity or, in the case of a consolidation, a statement that the constituent entities will be consolidated into a new entity; (h) In the case of a merger, if the surviving entity is a foreign entity not licensed to transact business in this state, the name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity may be served; (i) In the case of a consolidation, the name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity or the new entity may be served. (2) In the case of a consolidation into a new domestic corporation, limited liability company, or limited partnership, the articles of incorporation, the articles of organization, or the certificate of limited partnership of the new domestic entity shall be filed with the certificate of merger or consolidation. (3) In the case of a merger into a domestic corporation, limited liability company, or limited partnership, any amendments to the articles of incorporation, articles of organization, or certificate of limited partnership of the surviving domestic entity shall be filed with the certificate of merger or consolidation. (4) If the surviving or new entity is a foreign entity that desires to transact business in this state as a foreign corporation, limited liability company, or limited partnership, the certificate of merger or consolidation shall be accompanied by the information required by division (B)(8), (9), or (10) of section 1701.791 of the Revised Code. (5) If a foreign or domestic corporation licensed to transact business in this state is a constituent entity and the surviving or new entity resulting from the merger or consolidation is not a foreign or domestic corporation that is to be licensed to transact business in this state, the certificate of merger or consolidation shall be accompanied by the affidavits, receipts, certificates, or other evidence required by division (H) of section 1701.86 of the Revised Code, with respect to each domestic constituent corporation, and by the affidavits, receipts, certificates, or other evidence required by division (C) or (D) of section 1703.17 of the Revised Code, with respect to each foreign constituent corporation licensed to transact business in this state. (C) If any constituent entity in a merger or consolidation is organized or formed under the laws of a state other than this state or under any chapter of the Revised Code other than this chapter, there also shall be filed in the proper office all documents that are required to be filed in connection with the merger or consolidation by the laws of that state or by that chapter. (D) Upon the filing of a certificate of merger or consolidation and other filings as described in division (C) of this section or at such later date as the certificate of merger or consolidation specifies, the merger or consolidation is effective. (E) The secretary of state shall furnish, upon request and payment of the fee specified in division (D) of section 111.16 of the Revised Code, the secretary of state's certificate setting forth the name and the form of entity of each constituent entity and the states under the laws of which each constituent entity existed prior to the merger or consolidation, the name and the form of entity of the surviving or new entity and the state under the laws of which the surviving entity exists or the new entity is to exist, the date of filing of the certificate of merger or consolidation with the secretary of state, and the effective date of the merger or consolidation.

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Employment discrimination law (Corporate practice series)

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To make false or misleading statement with respect to any material fact, which he knew or had reasonable ground to believe was so false or misleading, for the purpose of inducing the purchase or sale of any security listed or traded in an Exchange. 5. The GCCA fails to distinguish between nonprofit and for-profit FGCs. Shareholders generally may review all relevant records that are needed, in order to gather information in which they have a legitimate interest.

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Federal Acquisition Regulation As of January 1, 2002

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Belfor Property Restoration 60 Raynor Avenue, Ronkonkoma map CAI-Big Apple: Insurance & Loans: Too Much, Too Little and Just Right/Smoky, Smelly and Noisy Neighbors... The Business Judgment Rule Does Not Provide an Exception to the Rule of Shareholder Primacy: In the ordinary course of business, decisions made by a corporation’s directors are generally protected by the business judgment rule, under which courts are reluctant to second-guess operating decisions made by directors. The department shall not charge a fee in connection with the filing of articles of dissolution under this section.

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