If a director of a private limited company in India dies, will their spouse get the profits of the company later? If I am a director in a private limited company in India with a friend, and I die after some years, will my wife get the profits of the company?
Directors don’t own companies - they manage them Shareholders own companies. So, if you are a director and die, the legal upshot is you are no longer a director and the company may need to replace you in accordance with its rules. If you are a shareholder, then, subject to any other contracts like a option for the company or other shareholders to buy the shares of a deceased shareholder, the shares will be distributed in accordance with your will or the laws of intestate succession if you don’t have a will. Whoever owns the shares with have the same rights as you did.
In the Hovey case, the purchasers would get the profits from the agricultural operations, less a service fee. They would not operate the farms themselves, nor get the produce. Instead they would hire the associated company &quot;Hovey in the Hills&quot; (HH) to run the farms, and get only money. HH had the &quot;sole right&quot; to run the farms and sell the produce. Consider a somewhat similar situation. I want to build and operate a mall. I don't have enough money to do this on my own. So I sell shares of the enterprise. By contract, I retain &quot;sole right&quot; to build and operate the mall. The investors will not do any part of the work of running the mall, and their skill and knowledge will not be used and will have no effect on its success or failure. All that they get is a share of the profits from my work, in return for providing the money which lets me create the mall. The mall is the common enterprise here, and the money provided by others is an investment. Suppose instead I want not investors but partners. Each of the partners will pout up money, but they will also co-operate in creating and running the mall. Decisions will be made jointly, after consultation. Partners will be expected to some part of the work, and it is our joint skills and efforts will will lead to success or failure. That would not be an investment in the sense of Hovey, because the profit would not derive solely from the work of others. In the scenario in the question, Renzo does all the work, Samir only puts up money. The amount of profit will depend on the skill and efforts of Renzo in maintaining the house, finding tenants, and collecting rents. As described, this would seem to pass the Hovey test, and be classed as an investment. This would be true whether Renzo gets a share of the profit or a fixed fee, and whether the value of the house is over or under $100,000.
One of the biggest problems here is in proof of injury attributable to an individual... With asbestos, you can prove that direct exposure in a certain instance caused a long-term harm. Just because you were around asbestos doesn't mean you get lung cancer, so if you don't actually suffer any harm (or any harm yet), you won't get awarded damages. Similarly with lead, you have to prove both the exposure, the entity which exposed you to it, and harm that you suffered. Just being around a lead pipe or paint doesn't mean you get damages, you need to have suffered harm. The problem with second-hand smoke is that you can be exposed to it from many different sources. Any problems you have (lung cancer) would need to be proven as a direct consequence of one specific (or prolonged) exposure. I could see this working if a non-smoking spouse developed cancer from a smoking spouse being exposed to it for years, but you can't just say "I walked by Joe Camel in the street while he was smoking now I have cancer and it is his fault". So the issue becomes who is responsible for your damages. You can't narrow it down to one smoker (or even cigarette smoke, as lung cancer can develop from other sources), so just proving that your cause-effect is directly related to smoke will be difficult. After that you can't say one single person caused it (unless they forcefully locked you in a room and chain-smoked for a year). So who do you sue? All of smoking society? You might just as well sue God for putting those people on earth, really the only recourse you would have is to sue the tobacco companies, the individual smokers are not going to be held liable as a group.
Defining the value of a privately held company is hard (tax returns don't provide a very informative basis because accountants will tend to under-value things like "goodwill" in order to avoid paying tax). However that doesn't matter for this stack, because the only legal question is: If I had some means of coming up with a number and presenting it, would it be legally acceptable to define that as their company value in a license? And the answer is: absolutely yes! You are pretty much entirely free to define terms in your license as you see fit. If you want to define "company value" as meaning "the annual gross salary paid to receptionists", go for it. (You would probably need to define what a "receptionist" is in this case).
When a company stops existing for whatever reason, then its assets (physical, financial, intellectual or otherwise) don't stop existing. When the company dissolves voluntarily, those assets usually go to the owner(s) of the company. When the company got bought up and integrated into another company, the buying company will usually own them. When the company went bankrupt and got liquidated, then they will often get sold off to the highest bidder. And then there is the question of who actually owns the IP rights to a specific game asset. Often there is not just one legal person which worked on a game. In addition to the developer, there might also have been a separate publisher who might or might not own IP rights. There might have been investors in the background who financed the project and now own some copyrights. Sometimes there was more than one publisher. And sub-contractors might have been involved in the development who only licensed their assets but retained copyright. So unfortunately it is often not really clear what happened to IP assets of a defunct company. People who might have the rights will often not care much about them until something happens which gives new commercial value to those assets. So even if you are unable to determine who owns the assets to a game, as soon as you start using them, someone might show up with a plausible claim to the IP rights and demand money from you. Such lawsuits can get really messy and really expensive. For a good example for just how much of a goose chase you might be in for when you want to legally obtain the rights to a game from a defunct company, check out the story of the re-release of No One Lives Forever. tl;dr: multiple game companies said "Maybe we have the rights to the game according to some contract buried in some file cabinet, but we don't care enough to find out. But if you try to release it, we will find out and if we do we will sue you!"
There is certainly precedent. This list of the 10 biggest class action lawsuits in the world indicates that 8 of the 10 were by investors against their own company. In any event your analysis is flawed. The people who initiate the class action may (probably are) no longer be investors because they sold their shares and realised their losses. Further a legacy investor who didn't buy on the basis of the company's wrongdoing would not be entitled to damages. Finally, an investor who bought at say $100 on the basis of false information (like the cars were legal when the company knew they weren't) and now hold shares worth $40 will wait many years (if ever) to make good their losses: a lawsuit will be quicker and more certain.
Critique I'm technically a director of a company ... You either are or you aren't - there is no "technically" involved. ... is not currently trading ... And doing nothing can create a conflict of interest? How? You mustn’t be involved either directly or indirectly with any other trade or business competing in or conflicting with the interests of our Company. "competing or conflicting" is the key here - if the "other trade or business" can adversely affect the performance of your employer then you have a conflict, if not, you don't. are only related in such that they are both technology based but otherwise are unrelated. Sorry, but that is so vague as to be totally useless - what company today is not "technology based"? Pharmaceutical companies are technology based, so are construction companies, so are law firms but one would hardly call them "related". Solution Conflicts of interest are easy: If you don't think you have a conflict of interest and they don't think you have a conflict of interest then you don't have a conflict of interest. If either or both of you do; then you do. Tell them about it! Conflicts of interest are a problem because people think that if you are keeping secrets then you are doing it for a nefarious purpose! In 90% of cases declaring the potential conflict resolves the conflict because the other party says "That! Don't be silly; that's not a problem!" or words to that effect. In the 99.9% of the remaining 10% of cases then sensible people can come up with sensible solutions, for example: If you want to be involved with another business whilst working for us then you’ll need to get a letter from the Director of your area confirming that they’re happy for you to do this.
What you quoted does not say "a" director can appoint a director. It says "the directors", plural, can appoint a director. I assume that would be by a vote. Elsewhere in the document it might or might not be made clear if this requires only a majority and/or if this is only in cases to fill a vacancy.