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CASE: Schnall and Adamji (plaintiffs) v. Chessick (defendant) and
Restaurant.Com, Inc. a Deleware Corporation, (defendant and nominal defendant)

ADAMIJ was employed a/o 2004, establishment date of business, in capacity of CIO. SCHNALL is one of "original investors and shareholders", ie. no earlier than 2004. Both own common stock in the company. Here "company" and "corporation" are synonymous; "stock," "security," "equity" are synonymous contract instruments, designating owner interest in the going concern (the "company"). Restaurant.com, Inc. stock is not publicly traded; the company stock is "closely held" or "privately owned". Plaintiffs' brief, defendant's filing with the SEC for Regulation D exemption (2012), SEC Regulation D and IL Sec. of State summary of same under IL securities trading law support this conclusion: "In Illinois, all sales to Illinois residents within the immediately preceding 12-month period must have been made to not more than 35 persons or have involved an aggregate sales price of not more than $1,000,000." Thus are established maximum number of interested parties and total face value of shares created and distributed 2004, 2012, and any time thereafter.

WHEREAS plaintiffs' brief does NOT allege CHESSICK sold stock to any one who are not accredited investors; plaintiffs' brief neither confirms nor denies distribution of profit to shareholders at any time, 2004 - 2012; plaintiffs' brief does not refer to company by-laws stipulating fiduciary duties and other obligations of company officers; plaintiffs' brief does not identify a board of directors, its members by name, or any individual, designated hiring authority responsible for hiring CHESSICK; plaintiffs' brief does not refer to any employment contract, all terms and conditions inclusive, accepted by therefore contravened by CHESSICK (2012); and plaintiffs' brief does not allege fraud by violation of Regulation D or other means by CHESSICK, one may wonder that none considered investing a portion of their salaries and income in preferred shares as had CHESSICK.

Why did "shareholders", plaintiffs, assume the alias of the company, "nominal defendant"?
In your deliberations (facts unknown notwithstanding) consider US ferangi rules of incorporation noted above --cognates, dualism, diversification.

Diversity is the key to economic and political evolution.

by Cat on Fri Oct 27th, 2017 at 11:09:29 PM EST
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