Powers and Duties of Directors and Officers of a Corporation

Powers and Duties of Directors and Officers of a Corporation

Summer 2018 Article

In the event you decide to form a U.S. corporation, the equivalent of an Italian società per azioni, it is important to understand: 1) who are the key persons for a correct management of the corporation, and 2) what are their powers and duties. Please note that the purpose of this article is to give the reader a general overview of the organizational structure of a U.S. corporation and does not take into account the provisions of each state.

Individuals Beware! California’s Fair Days Pay Act Imposes Personal Liability on Individuals for Wage and Hour Violations

Individuals Beware! California’s Fair Days Pay Act Imposes Personal Liability on Individuals for Wage and Hour Violations

Spring 2018 Article

The agency theory of liability in the employment context takes on new meaning with the induction of California Senate Bill 588 (the “Bill”), known colloquially as California’s “Fair Days Pay Act”.  As a result of the Bill, the corporate form no longer provides immunity from personal liability for individuals who (through their companies) commit wage and hour violations. While the Bill went into effect on January 1, 2016, the implications are still yet to be fully determined.

Recent Changes to California Proposition 65

Recent Changes to California Proposition 65

Winter 2017 Article

In August 2018 important changes will come into effect in California with respect to the so-called Proposition 65”, i.e. the California Safe Drinking Water and Toxic Enforcement Act of 1986 (the “Act”)[1]. The Act, among other things, prohibits businesses from exposing individuals to carcinogens and reproductive toxins without first giving them clear and reasonable warning of such toxic hazards.

Workers’ Compensation Insurance

Workers’ Compensation Insurance

Fall 2017 Article

Employers often do not know that they must secure workers’ compensation insurance if they plan to hire employees in the United States. Workers' compensation is a mandatory type of business insurance that provides employees, who become injured or ill on the course of their employment, with medical coverage and income replacement. It also protects employers from being sued by employees for the workplace conditions that caused such an injury or illness. 

Why Permanent Residents Should Consider Applying for US Citizenship

Why Permanent Residents Should Consider Applying for US Citizenship

Summer 2017 Article

Many foreign nationals holding permanent residence status in the United States (Green Card) believe - mistakenly - that their status is comparable to that of American citizens because they can reside indefinitely in the US, work for any employer, and return to the United States automatically every time they travel overseas. Therefore, while meeting the requirements, they do not worry about applying for US citizenship.

Non-Compete Agreements with Employees

Non-Compete Agreements with Employees

Winter 2016 Article

Non-compete agreements have the purpose of delaying the employment of an employee in a competing business. Situations in which a business may wish to use non-compete agreements with its employees are various: The immediate aim is that of preventing competitors to have access at low cost to human resources which have been developed at considerable cost. A secondary aim is that of avoiding the disclosure of trade secrets to competitors, where a simple confidentiality agreement may be less effective. A non-compete agreement could also reduce the turnover, limiting employees’ ability to find employment with businesses with which it could leverage its expertise.

Green Card for Foreign Investors

Green Card for Foreign Investors

Summer 2016 Article

Becoming a permanent resident allows foreign nationals to live and work in the United States of America indefinitely, and it is the first step to US citizenship. One of the paths to permanent residence is the immigrant investor visa, which was established in 1990 with the purpose of creating jobs and bringing foreign capital into the United States for large investment projects. This visa is also referred to as EB-5 because it is the fifth employment preference immigrant visa category[1]. The EB-5 visa classification for foreign investors is allotted 10,000 visas per year, and it is based on the following requirements:

Arbitration: an Alternative to Litigation

Arbitration: an Alternative to Litigation

Spring 2016 Article

When a party is entering into a contract with a customer, partner or employee, it should give consideration to what will happen if a dispute occurs between the parties.  Given the potentially high cost of litigation, parties may want to consider deciding in advance to commit themselves to resolve any dispute through means other than litigation.  One option that should be considered when drafting any contract is whether to include an agreement between the parties to submit any dispute to arbitration.

Limited Liability Companies (LLCs): Risks and Advantages

Limited Liability Companies (LLCs): Risks and Advantages

Winter 2015 Article

When confronted with the choice between a corporation and a limited liability company, clients are sometimes inclined to choose a limited liability company (or LLC).  Limited liability companies are perceived as an appropriate business vehicle for smaller ventures and to manage real estate investments in a very informal and flexible manner.  Limited liability companies are often compared with S.r.l.’s in Italy or GmbH’s in Germany, which require a smaller capitalization and are thus perceived as less costly.  The comparison, however, is not always appropriate, especially because LLC laws in the United States are largely based on the law of partnerships.  A limited liability company is first of all a contract among members, rather than a rigid statutory creation with specific structures and provisions created by law. If this allows more flexibility, it also leaves the door open to uncertainties and ambiguities.

Employment Authorization for Spouses of Certain Non-Immigrant Visa Holders

Employment Authorization for Spouses of Certain Non-Immigrant Visa Holders

Summer 2015 Article

It is common knowledge that in order to work lawfully in the United States, a foreign national is first required to obtain a valid work visa. However, not many people know that accompanying foreign spouses holding a derivative visa need to take an additional step before they may seek employment in the United States, even when their visa status allows in principle to work.

Preparing for Litigation While Things are Good: Choice of Forum Clauses

Preparing for Litigation While Things are Good: Choice of Forum Clauses

Spring 2014 Article

No one enters into an agreement with the expectation of a lawsuit, but inevitably some agreements will result in lawsuits. Therefore, even if it never becomes necessary, a party to any contract, and particularly an international commercial contract, should consider the potential for litigation while negotiating its contract with any counterparty.

Venture Capital Financing in the United States. A Legal Perspective.

Venture Capital Financing in the United States. A Legal Perspective.

Winter 2013 Article

Venture capital financing (VC) has been one of the main engines of the United States economy, and has substantially contributed to bringing the American economy to the current levels. The majority of companies that have achieved visibility and success over the past 20 years, especially in innovative fields, have obtained venture capital financing.