Legal Question in Business Law in New York

Would this make my by laws illegal?

I want to put stipulations in my corporate by laws basically making my corporatin a dictatorship. I want to put things such as no indidivual or organization or alliance can own more shares than the founder(me) or heirs.

I want to put that the founder(and his heirs) cannot be removed as chairman of the board, CEO, or president unless he voluntarily chooses to.

That all things board members say will be considered but the founder,heirs or chairman(with consent from founder or heirs) will have the ultimate say in the matter.

Is all of this legal? I have worked hard by MYSELF to put together what many are calling a emerging empire at the age of 19 and do not want any possible VC firms to try to snatch it from me or worry about hostile take overs when I go public. No one supported from the start and now that the moneys coming in I do not want people on the bandwagon.

Thanks in advance


Asked on 1/21/05, 5:49 am

3 Answers from Attorneys

richard feldman richard d. feldman

Re: Would this make my by laws illegal?

not only is it possible you should definitely propect your interests. while it is not difficult it must be done so that it cannot be attacked call me for a free telephone consultation at 516 466 LAWS ( 5297)

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Answered on 1/21/05, 9:38 am
William Frenkel Frenkel Sukhman LLP

Re: Would this make my by laws illegal?

While you still own all or most of the stock in your corporation, you can pretty much "write your own bylaws" as far as management control is concerned. If you already have other shareholders involved, then the appropriate document would be a shareholders' agreement (possibly in addition to the bylaws and certificate of incorporation depending on the specific provisions). Essentially, your voting power as a shareholder would determine what you can or cannot do, though you may also want to consider reserving additional powers as a director for more immediate and direct control.

However, you should be aware that if you later approach vcs or any other financiers who take equity stakes (or even provide debt) to your company, many of these strongly-worded provisions in your favor would have to be renegotiated or no one would consider funding. Basically, at some point you will have to trade some degree of control for cash, if you plan to rely on outside financing.

For now, though, there is probably no such thing as "too much protection" subject to your bargaining power and the respective leverage of the other shareholders, if any.

This reply is in the nature of general information, is not legal advice and should not be relied upon as such.

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Answered on 1/21/05, 9:55 am
Stephen Loeb Law Office of Stephen R. Loeb

Re: Would this make my by laws illegal?

Why not put in that the company will not have to pay taxes, salaries or debts while you're at it? Actually you can write pretty much anything you want in your by laws so long as they are approved by the directors which I assume would be you and your family.

The problem is that if you ever want to sell the company or get financing, by laws such as this will make it significantly more difficult.

Should you like to discuss this or any other legal matter, you can call my office to schedule an appointment for a consultation or in the alternative, I can be reached for on-phone low-cost legal consultation at 1-800-275-5336 x0233699.

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Answered on 1/21/05, 10:10 am


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