Delaware Business Law Questions & Answers

Q: Can a min owner in a Delaware LLC be liable to the individual whose co was the majority owner of the LLC?

2 Answers | Asked in Business Law for Delaware on
Answered on Jan 27, 2017

Anyone can sue anyone if you pay the filing fee. Your question is way too vague. Yes, the operating agreement governs. So does what the claim even is, which you have not stated. Thus, if your real question is the success of such a claim, no one could know based on your post.
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Q: Can I contest action taken by shareholders on the basis of lacking authority to take action and voided corporation?

1 Answer | Asked in Business Law for Delaware on
Answered on Aug 20, 2015

Sounds like a messy situation. A lawyer should review the organizational and board documents (bylaws and board resolutions in particular, as well as examine whether the special meeting was properly noticed). There are many questions here, and they can't be answered without reviewing those documents first. Talk to a local business lawyer.

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Q: Is there any difference in powers and authority of corporate secretary and assistant corporate secretary in Delaware law

1 Answer | Asked in Business Law for Delaware on
Answered on Aug 14, 2014

No. The differences, if any, would be set forth in the company's bylaws.

Q: Can I charge a finders fee for leading someone to unclaimed property in Delaware?

1 Answer | Asked in Business Law for Delaware on
Answered on Jan 7, 2013

Yes you can. You promise to provide information to another person in exchange for that person paying you a fee.

Q: Can a Delaware corporation not in good standing file a lawsuit other than under 278?

1 Answer | Asked in Business Law for Delaware on
Answered on Jan 6, 2013

The answer is "Yes," but if the attorney representing the defendant discovers that the corporation is not in good standing, the attorney will file a motion to dismiss. If the corporation fails to become current with franchise taxes, the Court will grant the motion.

Q: Delaware Incorporated Company Byelaws re quorum. How can business be transacted in the event of absentee shareholders?

1 Answer | Asked in Business Law for Delaware on
Answered on Jan 6, 2013

Why are some of the shareholders not present? Is it a question of geography or is it a lack of interest? Do the bylaws provide for shareholder action without a meeting, such as by telephone? In answer to your specific question, Delaware law recognizes that your situation may occur, and has a provision to deal with. Any shareholder can apply to the Delaware Court of Chancery for an Order that a meeting be held, and that the shares of stock represented at such meeting (even if less than needed...

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