Can the chairman of a NASDAQ-listed company also be the chairman of another company? I am looking to find out if a chairman of a NASDAQ-listed company can serve another company as the chairman. Please cite all sources used, so that I may reference and personally check. I looked through the NASDAQ policies and rules but was unable to find anything.
Nothing is going to explicitly say that this is authorized — it's allowed because it isn't forbidden by any of the following: The Dodd-Frank Act Sarbanes-Oxley The Securities Exchange Act (1934) The SEC rules The specific NASDAQ listing standards NASDAQ (and NYSE) has requirements for independent directors and committees (from outside of management), but it doesn't forbid a person from serving on multiple boards of directors of listed companies, as chairperson or otherwise. If the companies are competitors or have trade secrets they need to keep from each other, etc, then the conflict of interest could prevent serving on both boards.
How should I proceed? I am asking law friends to recommend some employment lawyers, but other than this, can I do anything else? You definitely don't need an employment lawyer for this. From a legal standpoint, the matter is very simple: If you grant their request (whether by signing or otherwise expressing your acceptance), you would be waiving any remedies currently available to you for their breach of contract. The company's attempt to override its contract with you is quite naive, but the company can always (and evidently does) try to get away with its liability nonetheless. I would not be surprised if the company subsequently tries harder to intimidate you, but that does not change your legal position &amp; merits unless you sign the waiver the company is pursuing. Asking for your post-termination availability reinforces the notion of company's poor planning and subpar management.
Contracts are generally assignable, meaning that one company can assign their rights, duties and obligations under the contract. Assignment may be specifically barred by the contract, or it may have certain terms (prior written consent, etc.) attached, but if not, a contract is likely freely assignable. Though a contract is not necessarily "automatically transferred" the reason Company C buys Company A is for its ability to earn Company C over time, which includes the contract between A &amp; B. So unless the original contract has a "no assignments clause" or if an assignment is otherwise impossible or illegal, it is likely that A can freely assign the contract to C.
No You can outsource if you don't disclose Confidential Information (as defined in the agreement), or if you have the principal's permission to disclose it to the third-party contractor. The clause only applies to confidential information - a subset of all information. I know that independent contractors should have the freedom to complete the work in whatever way they want Not at all. George Clooney, the actor, is an independent contractor - he can't outsource. Of course, this is an example of a personal services contract but, more generally, while the starting position in contracting is that either party may delegate their obligations (although they remain responsible for them) the parties are free to structure their contract however they like. If they want to prohibit outsourcing, they can. If they want to specify that certain personnel must be used (or not used), they can.
The order itself is here. It applies to &quot;any United States person&quot;, which includes citizens, LPRs, entities with a US basis, and any other person in the US including tourists. It applies to transactions, and not static possession. There is no exception to the effect that &quot;you can trade as long as it's not on the NYSE&quot;, and it says Any transaction by a United States person or within the United States that evades or avoids, has the purpose of evading or avoiding, causes a violation of, or attempts to violate the prohibitions set forth in this order is prohibited The order is not just directed at brokers, or the NYSE, it applies to everybody / everything everywhere, if you are a US person. Apparently there was some unclarity on the OTC question, which was clarified by the Office of Foreign Assets Control, to the effect that it includes OTC trading.
What should I do? Don't get intimidated, don't sign/accept/submit to his "agreement" now that you are securing employment elsewhere, and make sure that henceforth all your communications with the CEO &amp; his startup be --or continue to be-- in writing. The CEO's attempt to be reimbursed is pure non-sense because hitherto there is no mutually agreed clause between you two to that effect. Generally speaking, compensation is for the professional's work, not for his employment spanning "n" pay periods. Having there been no employment/founders agreement of any type, he will be unable to prove that this was agreed any differently in your case. Furthermore, the CEO's threat to seek reimbursement of your earned compensation unless you submit to his "mutual" agreement not only amounts to extortion, but it also reflects his cluelessness about contract law. For instance, that contracts which are signed under hardship or duress are voidable. By contrast, submitting to his conditions will needlessly impose on you the burden of proving duress once you decide the situation is unsustainable. This is in addition to the legal weight with which your acceptance and subsequent conduct would support the CEO's allegation(s) that you two have "at all times" been in a cognizable contractual relation. Being realistic, it is highly doubtful that a startup which pays you weeks late is able --or even willing-- to spend money on a lawyer for nonsense like this.
This is very likely to be legal. The devil is in the details (there are lots of forms that are expensive to have lawyers prepare that you have to file with the Securities and Exchange Commission to carry out this plan and the transaction may need to pass anti-trust review and media ownership consolidation requirements to pass muster, for example). But this is pretty much the standard arrangement in a hostile takeover of a publicly held company (except that usually the offer is limited to a majority of the shares outstanding, or whatever percentage is necessary to secure control, rather than all of the outstanding shares of the company, and usually the control premium is a little larger than 26%). In practical reality, the Board will often have put in place a variety of legal measures, sometimes called &quot;poison pills&quot; to allow it to discourage tender offers (which is what these are called) when faced with bidders that management doesn't like, which can be waived for bidders that management does like, and this frequently results in litigation under an expansive and involved body of state corporate like in the Delaware Chancery Court in most cases. But those steps are more often speed bumps than deal killers in these kinds of transactions. The way this plays out in a privately held company, where there is frequently a shareholder's agreement restricting transfers, would be quite different. But the question appears to contemplate a publicly held company scenario/. Also, in practice, even an extremely wealthy investor couldn't afford to make a purchase like that without financial institution support (often in the form of corporate bonds in what is called a &quot;leverage buy out&quot;), or a &quot;committee&quot; of wealthy investors working together. But again, the source of financing doesn't seem to be the main point of this question.
Yes, company A is liable for that; ignorance is not a defence. For this reason, a prudent company A would put an indemnification clause in their contract with company B so that if A is sues then company B pays. This is, of course, completely useless if company B is out of business at the time of the suit.