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Delaware Business Law Questions & Answers

1 Answer | Asked in Business Law, Trademark and Intellectual Property for Delaware on

Q: Do I need to change my business name?

I registered my business in DE named “Goddess Financial”, after a trademark search I realized there is a company in Australia named “Financial Goddess”. (Registered their trademark in USA). We offer different services but both obviously in the financial industry. Do I have to change my... Read more »

Ahaji Kirk Amos answered on Apr 12, 2019

I would recommend that you change your name to avoid future disputes. The standard for trademark infringement is a likelihood of confusion. Sounds like that is a possibility. Now, if you were using the trademark before the date of first use of the registered mark, you may want to seek... Read more »

2 Answers | Asked in Business Law for Delaware on

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

Can a minority shareholder, a privately held company, be liable to the individual whose Company was majority shareholder - in a Delaware LLC that has been sold? The individual is not a member of the LLC. Another company of his is. The Company has been sold. He could not sue prior to the sale,... Read more »

Michael David Siegel 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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1 Answer | Asked in Business Law for Delaware on

Q: Can I contest action taken by shareholders on the basis of lacking authority to take action and voided corporation?

I cofounded a company (became shareholder, officer and director). The company was incorporated in Delaware by the other founder (CEO and board member). The CEO and I had various disagreements over the first 2 years... long story but I ended up citing him with grave misconduct and negligence in... Read more »

Adam Studnicki 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... Read more »

1 Answer | Asked in Business Law for Delaware on

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

Charles Snyderman answered on Aug 14, 2014

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

1 Answer | Asked in Business Law for Delaware on

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

Charles Snyderman 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.

1 Answer | Asked in Business Law and Civil Litigation for Delaware on

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

Charles Snyderman 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.

1 Answer | Asked in Business Law for Delaware on

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

Byelaw states "If less than a quorum shall be in attendance at the time for which a meeting has been called, the meeting may be adjourned by a majority of the Shareholders present or represented by proxy without notice other than by announcement at the meeting" If minority shareholders do not... Read more »

Charles Snyderman 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... Read more »

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