Companies planning to go public one day will typically form general corporations. In these blogs, we explain all you need to know.
Delaware Blank Check Preferred Stock
Tuesday, January 21, 2020
Every Delaware General Corporation must have one class of common stock, but it can also have a second class of stock (or more) with customized terms for the different classes. The most popular second class of stock is called preferred stock because it can contain terms, negotiated between the Board of Directors and the recipient, that are preferred over the rights of common stockholders... Read More
How to Remove an Officer in a Delaware Corporation
Monday, January 20, 2020
The steps to remove an officer are fairly straightforward. First, you want to review your Certificate of Incorporation and by-laws. Any process that addresses removing officers is likely included in the by-laws. Second, you will also need to review the officer’s employment agreement, the terms of any equity incentive grants (e.g., options, warrants, etc.), and any other agreements with or relating to the officer’s employment or duties to determine whether any notice, timing, cash-out, or acceleration provisions, among others, may affect the process... Read More
Certificate of Incorporation: Delaware
Monday, January 6, 2020
One of the many benefits of forming a Delaware corporation is that the Directors’ names are not required to be listed on the Certificate of Incorporation... Read More
Owning Stock and Being a Shareholder in a Corporation
Monday, December 16, 2019
A shareholder is an individual or entity that holds shares representing an equity ownership interest in a corporation, often termed either common or preferred stock. A shareholder can also be referred to interchangeably as a stockholder... Read More
What Is the Role of Officers in a Delaware Corporation?
Tuesday, September 17, 2019
Delaware law mandates that an officer of the corporation must be an individual and cannot be another entity; however, Delaware does not have restrictions in place about who can serve as an officer in a corporation... Read More
What Is a Non-Stock Corporation?
Tuesday, July 23, 2019
The common use of the non-stock corporation as the vehicle with which to obtain tax-exempt or non-profit status from the IRS has led to an interchangeability of the two terms, but this can be problematic... Read More
What Is a Certificate of Incumbency?
Tuesday, April 30, 2019
The Certificate of Incumbency displays the names and positions of the corporation’s directors and officers. It also includes information related to whether they were appointed or elected, and the term of their office... Read More
Mission Statement vs Benefit Statement
Tuesday, April 23, 2019
Both Public Benefit Corporations and Non-Profit Corporations require additional language on the Certificate of Incorporation, in the form of a Benefit Statement (for a Benefit Corporation) or a Mission Statement (for a Non-Profit Corporation). There are typically differences in the language in these two statements... Read More
How Important is Corporate Indemnification?
Tuesday, April 16, 2019
In a corporation, the scope of indemnification can vary, depending upon the terms of the corporation’s charter and bylaws, but only within certain parameters prescribed by the Delaware corporate law and judicial precedent... Read More
Advantages of a Delaware Close Corporation
Tuesday, March 26, 2019
A General Corporation can have as many shareholders as it sees fit. With a Close Corporation, there are restrictions on the sale or transfer of stock. The sale or transfer of stock in a Close Corporation can be restricted by the Right of First Refusal clause... Read More