California/Delaware Corporate Attorney Needed to Review IP/Asset Assignment & Governance Validity
I’m seeking brief corporate-law advice (California + Delaware) about the validity of an IP/asset assignment from my California C-corp (Ethesia, Inc.) to my new Delaware C-corp (Zok, Inc.). A shareholder’s attorney has made bold claims that my process was invalid because (1) The California Corp was FTB-suspended at the time of signing, (2) I was the sole director despite multiple shareholders, and (3) shareholder written consent in lieu of a meeting was insufficient. They are threatening litigation and alleging the IP assignment was improper. I need an attorney to review my documents and timeline, confirm what California law actually requires (board composition, approvals, and effect of suspension), and advise whether my actions were legally valid or what ratification/cleanup steps should be taken to fully cure any defects.
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