Does the CEO of a company have any legal responsibility to act in the interests of its shareholders? Does US law include anything that places a burden of responsibility on a company's CEO to act in the interests of its shareholders, even if the CEO owns a majority share in the company? Let's say, as extreme example, I'm the 51% owner &amp; CEO and the board representing 49% of the company's shareholders has an issue with me giving 100% of the company's assets away to charity - do they have any legal recourse? I'm interested in any relevant US code or legal precedent.
No, but ... The CEO is an officer of the company (as are the directors and any others with the ability to substantially exercise control over the company) and as such, owes fiduciary duties to the company - not to the shareholders or any subset of them. For example, if it is in the best interests of the company to enter a trading halt but not in the best interests of the current shareholders then the duty on an officer is to do what’s best for the company. As another example, for a crime many limited by guarantee rather than by shares it’s rarely in the owner’s interest to have that guarantee called but it might be in the company’s interest.
Websites are not ships that can choose a flag of convenience to govern which country's laws govern them. Generally speaking an analysis of which jurisdiction's law applies (which is strictly speaking a "choice of law" question as much as it is a jurisdiction question) isn't undertaken on a website by website, or business by business basis. Instead, jurisdiction and choice of law are evaluated on a claim by claim basis. The owners of a website may be subject to some claims in India, to some in Bhutan, and to others in the United States, depending upon the claim. Without knowing who is trying to sue for what, you can't know. Generally speaking, a business that operates in multiple jurisdictions, like a website, will be subject to the laws of all of the jurisdictions in which it does business in regard to claims with a connection to those jurisdictions. Of course, as a practical matter, only claims that can be enforced against the owners of the website are relevant, which usually means that only claims brought where the owners reside or own assets are relevant. If the website owners own property or have amounts payable to them in India, there is a very good chance that India can, as a practical matter, assert jurisdiction over them. And, it is likely, as a practical matter, that Saudi Arabia or China would not be able to assert jurisdiction over them in a meaningful way. The fact that businesses can be conducted through legal entities further complicates the analysis. But, at any rate, the place to begin is to realize that the question "Under which country's jurisdiction does a website fall?" is basically a category error. You need to ask "Under which country's jurisdiction does a website fall when it is sued or prosecuted for X kind of matter by someone who lives in Y?" So, really, this one question is actually dozens or hundreds of questions that each have to be analyzed individually.
Yes, they are. A business can decide not to do business with someone for pretty much any reason. The obvious prohibited reason is due to your race. But I don't see how eBay would even know your race. Some State laws might protect you, but I don't think there's any that applies in this case. For example, California might give you a means of appeal if someone stole your identity and they performed those transactions, not you. But I don't know of any Federal or State law that would change the very, very basic principle of law that a property owner gets to decide who can and cannot access their property. eBay owns eBay. One key benefit of ownership is precisely that you can make decisions that other people consider to be unfair, discriminatory (other than the specifically prohibited categories) and draconian. Other people don't have to agree with your decisions for them to be lawful.
Yes, an HOA has a duty to treat all members equally You have my condolences. Dealing with an HOA board and/or fellow residents can be frustrating and exasperating. Unfortunately, as a practical matter, the high cost of legal advice often mean boards can ignore the law. In Pennsylvania, as everywhere, the Board of an HOA has a fiduciary relation to the owners. Because they are a fiduciary the Board has a legal duty to run the HOA for the benefit of the owners, not themselves or their friends. As the PA statutes puts it, the Board &quot;shall perform their duties...in good faith...in the best interests of the association...&quot; The duty to act &quot;in good faith&quot; is usually interpreted as including a duty to &quot;treat all community members equally...&quot; (For more on &quot;fiduciary,&quot; &quot;good faith&quot; and &quot;equal treatment&quot; see here, here and here.) Whether you are being treated equally depends on the particular facts of your situation, and on how exactly PA courts have interpreted PA law. While you might be able to find a good answer on line, chances are you'll need to talk to a PA attorney with experience in condo law. You should also check your condo's governing documents. They may contain specific provisions about how decisions about additions such as lighting are to be handled.
TL;DR Yes, but there are very important side effects you might want to know. [Next three paragraphs are obsolete because further case detailing, but are relevant as the original case is still readable]. He has to either sell shares to you1 or give away shares to you2. There might be, however, family business law applicable, making an exemption from taxes quoted in the footnotes detailing the previous paragraph. Ask your father whether he knows anyone or not. And from then on you might be responsible for taxes imposed on the company (go ahead with the TS;DR). That’s a side consequence. If the workshop or office is free from VAT, I don't know why would anyone have to pay taxes from the place's acquisition. You would normally pay ITP-AJD from that transaction, but it certainly [(article 6)] looks like nonresident nationals are free from it. The important bit is that, as wrote in the previous answer's version, you can be called co-responsible for company's taxes if things go wrong. 1: Then you pay ITP-AJD taxes for that, because of its article 6.1 A) if you came back to Spain (or you appear in census fiscally in Spain). I don't say you're not subject to some other tax or some other case of this tax. Not to mention maybe you are not subject to this, but your brother might be. 2: Then you are subject to ISD taxes because of its article 3.1 b), read article 20.2 c) too as a confirmation that LLC shares are subject to this tax. TS;DR He told us that first we would need to be registered as self-employed workers, then this business would be put in our name and every month each of us would have to send to a bank account (local to my home country) 95% of the revenue. My brother and I would each keep the remaining 5%. &nbsp; [Next two paragraphs are obsolete because further case detailing, but are relevant as the original case is readable]. All of this is known as simulation, at least in the Spanish legal framework. That's something you might want to search about. Ask your father how is he going to sell [which percent shares?] of his company to you and your brother, and for which price (of course don't tell here). &nbsp; [...] every month each of us would have to send to a bank account (local to my home country) 95% of the revenue. My brother and I would each keep the remaining 5%. My father's new business is not yet active nor registered (as per my knowledge). His plan is to make my brother and I owners of the space where this business would take place, and then we would register and start this business without legally involving my father. You would be owner of a company, and its office or workshop, but not of its revenue. That could be argued as a case of absolute(resource in Spanish language) simulation. You want to read article 43.1 g) and h) of Law 58/2003. Your Spanish income might be subject to IRNR, maybe not. If a very large income, then most likely. We're discussing percentages, so nobody can know for sure. But that's better, for too large quantities could even make enough bulk for a criminal offence (in case not declared). So if it feels like a lot of money (what you earn in clear numbers, not what you de facto keep), then you might want to make sure you tax pay it3 (probably making sure your father knows altogether this plan of yours). You could eventually [my guess] even be charged with ISD for that revenue transfer back to Spain (if the receiver misses to pay them), if you're not co-owner of the bank account. 3: So you might end up with net loss! Depending on tax rates [am not familiar with]. I am basically clueless about the laws in this regard, while he is a lawyer. [...] Then make him teach you whatever necessary until you trust him more than Stack Exchange. Is this a legal way to avoid extra taxes or is this a way for seeking legal trouble? Possibly both. I think you shouldn't approve este negocio if you don't know (1) what's the current accounting situation of that company, (2) the current taxes situation of that company, and specially (3) what's your participation (and your brother's, and your father's) quota at any point in the company's life, from which some of the legal responsibilities might be derived. In general, you want to read section 3.a "responsibles" of chapter II "taxpayers" of title II "taxes" of Law 58/2003. That's only for the truly worst of cases. In a wonderful world it's an overcautious baseline. But if things go wrong; and this could not necessarily be caused by your father, but by partners/associates/co-managers/co-de-facto-owners of him, or even mid-tier managers or high profile employees; it would be the appropriate base line (only tax related, not considering other kind of civil responsibilities that could apply). If the company does its taxes alright, there should be however nothing to worry about. For me all of this can be narrowed down to two-three essential things: (1) trust in your father (and his future employees and his future potential partners/associates/co-managers/co-de-facto-owners), (2) how much are you wanting to play things safe or risky on your side, and (depending on earnings volume) (3) how likely are you going to be subject of IRNR investigations, or your money transfers out of your account be investigated because missed ISD duty (if whoever receives misses a large ISD duty). DISCLAIMER: This is not your legal advisory, it's a vague, yet somewhat informed, entry level reference in order to guide you. Here's no responsibility for any damages caused. If on doubt, always choose to go hire a lawyer.
Acme is bound by Bob's actions so long as they were conducted with "apparent authority" from the perspective of Client C and involved his work duties, even if he carried them out contrary to company policy - unless Client C knew for a fact that Bob was violating company policy and didn't have authority within the company to do so when he was doing these things. Acme, directly, or Acme's insurance carrier, in a subrogation suit after it has settled the claim from Client C, could probably sue Bob, especially if he willfully violated company policy for the purpose of harming client C. This is rarely done, but ultimately Bob owes duties to Acme which he violated which probably give rise to liability, although proving that and collecting the judgment would both be difficult. If Bob had authority within the organization to deviate from company policy, however, which he would have a good cause to claim that he did, this would be a full defense to such a suit, since Bob was always acting as a disclosed agent of Acme. Client C probably cannot sue Bob directly, whether or not it sues Acme. In contract matters (which this would include) a disclosed agent is not responsible for the acts he carries out on behalf of his principal. For example, an employee who signs a promissory note on behalf of a company in an official capacity as a disclosed agent of the company isn't responsible for paying the note. This is different than the rule in tort cases where the principal and anyone whose actions personally caused the tort caused the problem is liable. For example, if the employee got into a car accident that was his fault while he was driving on the job for the company, both the company and the employee would be liable to the person who was hurt. The circumstances that you describe sound more like a breach of contract than they do like a tort, so Bob would probably not have any personal liability to Client C. Could Bob or Acme (or both) face any criminal liability? Unless Bob was the CEO or other senior officer of the company, Acme wouldn't face criminal liability, because he is too far down the chain of command to cause Acme the entity to have the requisite criminal intent. Realistically, failing to "verify that equipment rental invoices match delivery records before notifying the client to approve the invoices for payment" does not amount to a crime no matter who does it. This might be careless or a breach of contract, but it is not fraud or theft because it lack the necessary criminal intent. If Bob actively photoshopped equipment rental invoices with a specific intent to defraud Client C, he would probably be criminally liable for fraud, although even that isn't an open and shut case as it still basically involves failure to perform a contract according to its terms and a mere breach of contract is generally not a crime unless you intended not to perform it in the first place, when you entered into the contract.
That isn’t a “takeover” Most importantly because not-for-profits do not exist as financial vehicles for their owners, they are a resource of the community for the benefit of their members, both current and future - that’s why they get tax concessions. Further, what you describe isn’t a takeover, it’s the members of an organisation expressing their democratic rights to have the organisation run by the people they choose to run it. The correct response from an ex-board member in this situation is to congratulate the winners, wish them luck, and offer them whatever transitional and ongoing support they can in the best interests of the organisation. A board member has a fiduciary duty to act in the best interests of the organisation irrespective of their personal feelings and desires. You can disagree with the direction a new board is taking an organisation but that’s their call, not yours. Indeed, many not-for profits benefit, some even need, renewal at the board level. A junior sports club needs to be run by the parents of the children playing now, not those who played 30 years ago. What can you do? There are a number of things that can be done, however, given the fiduciary duty the directors owe to the organisation, some of these are … problematic to outright illegal. The list below is arranged from least problematic to least most problematic. Get big. The Red Cross and Amnesty International don’t have to worry about this because they have so many members that a small clique can’t gain control. Restrict membership. The organisation exists for a purpose, it is perfectly legitimate to restrict membership to people who are actively pursuing that purpose. For example, returned services organisations can legitimately restrict voting members to those who served overseas on active duty. Similarly, sporting clubs can legitimately restrict voting membership to those (or the parents of children) who are actively playing or coaching the sport. Stagger board elections. Board members serve for 2 years and only half the board is up for election at each AGM. Local law may prohibit this but it does provide for greater stability generally. Create executive positions that aren’t elected. For example, there can be an executive role for “past-Presidents” or Guardians who are appointed for a long-term, possibly life. Such roles legitimately create corporate memory and incidentally guard against the type of rapid turnover you are worried about. However, depending on local law, this might be illegal. In some jurisdictions, companies can set up poison pills to enhance the rights of existing shareholders over the rights of future shareholders. However, these are not legal in the UK for example and do not apply to the type of organisation you describe which has members rather than shareholders. Even if it is legal, such structures are often not suitable for not-for-profits as they may be ineligible for tax exemption, charitable status or to be tax-deductible gift recipients. Before doing anything, get legal advice.
The danger is not “piercing the corporate veil” (which basically removes your personal protection against problems that the company might have), but being accused of tax evasion, which the director of the company is fully responsible for. I suggest you read your tax laws very, very, very carefully or better yet, ask an accountant. An additional risk is that once the inland revenue has their eye on you, they will handle you extra carefully. Not something you want.