Archives for "I"

International Authentication

The process to legalize documents for international use in countries which are non-signatories of the Hague Convention. First, a certified copy is obtained from the Secretary of State. Next, this is delivered to the U.S. Department of State for certification of it being a legal document of the United States. Finally, this is delivered to the local consulate for the country where the document is to be legalized, so that local officials will recognize it as a legal document because it contains their countries authentication stamps and seals.


Where the trademark applicant files a mark before he has used the mark in commerce, but with a bona-fide intent to use the mark in commerce within a certain timeframe after it has been approved for publication and prior to registration.

Internal Affairs Doctrine

A legal doctrine that the internal affairs of a corporation or LLC will be subject to the laws of the state of incorporation (and not the laws of the state where the business is being conducted). Internal affairs generally encompass corporate governance disputes generally between management and owners. This is why many businesses choose to incorporate in Delaware, to “opt-in” to Delaware law and simultaneously “opt-out” of their home state’s laws.

Initial Public Offering (IPO)

When a corporation sells shares of its stock to the general public on an exchange for the first time.


A judge-issued remedy that orders a party to perform an act or stop performing an act. In the context of a corporate dispute typically it is an order to stop something from happening that may cause “irreparable harm”. An injunction can be ordered “ex parte” on an expedited basis by the Delaware Court of Chancery in the form of a temporary restraining order or with minimal notice in the form of a preliminary injunction. If after trial it is determined that the injunction should stand for longer periods, it may even take the form of a permanent injunction, for example, to block the sale of a company. This remedy is limited only to cases where money damages would not make the other party whole, so some unique property or interest must be at stake. “. Another example is to enforce a Non-Compete Agreement to order someone not to work for a competitor.

Indemnify (Indemnification)

To reimburse an officer, director, manager, etc. for costs associated with claims made or judgments obtained against them in the course of business. It can take the form of an advancement or a reimbursement. Usually, managers will expect this promise to indemnify to be made as part of an LLC agreement or bylaws for them to assume the risks associated with managing a business.


The person who signs the Certificate of Incorporation before filing it with the Secretary of State. This is usually someone from the office of the incorporation service. While it is permissible to sign with a conformed signature, it is best to sign a wet-ink original to avoid any confusion about actual authority on the part of the incorporator. The incorporator then signs Minutes of the Initial Meeting of Incorporator to hand over authority to the initial corporate director or directors named on the order.