Discover how Delaware corporations use executive committees to streamline decision-making. This guide explores their legal basis, powers, structure, and oversight—essential for any board seeking flexibility without compromising fiduciary duties.... Continue Reading
Posted In: About Corporations
Honest services fraud is a powerful tool in prosecutors’ hands. It is not always intuitive, and the elements of the crime are sufficiently malleable to fit a broad swath of situations involving bribery or kickbacks.... Continue Reading
Posted In: Business Strategies
This article discusses the drawbacks and dangers of using certificated shares and the effect these issues can have on a corporation’s ability to maintain an accurate and up to date stock ledger, as required by the Delaware General Corporation Law (DGCL).... Continue Reading
Posted In: Business Strategies
Discover some of the rules & regulations of setting director compensation. Learn about how the financial interest of both the director & the board can be met.... Continue Reading
Posted In: Business Strategies
The FCPA makes it unlawful for certain U.S. persons, U.S. entities and foreign nationals in the U.S. to pay or give anything of value to a foreign government official in order to gain some benefit or otherwise induce the official to use his or her authority to benefit the person or entity.... Continue Reading
Posted In: Entrepreneurs & Start-Ups
When drafting your LLC Operating Agreement, it’s important to include sections about how to remove a manager, remove a member, and solve a deadlock.... Continue Reading
Posted In: About LLCs
The FTC is mandating new rules for “auto-renewals” that are predatory to consumers. Learn more about new regulations surrounding subscription cancelation.... Continue Reading
Posted In: Entrepreneurs & Start-Ups
While LLC members are protected from personal liability, creditors can still get a charging order for compensation. Learn more about LLC charging orders today.... Continue Reading
Posted In: About LLCs
Can directors vote by proxy at board meetings? Learn about the rules of board meeting votes and what happens when a board member cannot be present.... Continue Reading
Posted In: About Corporations
Read about the importance of a well-drafted LLC operating agreement. Without clarity and context, Delaware courts will need to interpret the agreement.... Continue Reading
Posted In: About LLCs
When a vote is split amongst LLC leadership, an LLC deadlock provision offers a solution via a tie-breaker manager. Learn more about the role & their removal.... Continue Reading
Posted In: Business Strategies
Learn about the difference between the Right of First Refusal and the Right of First Offer as well as the effect on the buyers & sellers after enacting either.... Continue Reading
Posted In: Entrepreneurs & Start-Ups
Delaware’s Court of Chancery applies greater scrutiny when reviewing board actions that affect stockholder voting. Learn more about shareholder voting rights.... Continue Reading
Posted In: About Corporations
Non-compete provisions prevent workers from disclosing trade secrets. Learn about a rule posed by the FTC that would ban all non-compete clauses.... Continue Reading
Posted In: Business Strategies
Divorce is brutal, even at its most amicable. Company founders need to consider the risks that a business owner’s divorce presents to the company. In this new blog, we present common-sense considerations to take into account and outline the steps to mitigate the risk to the business as much as possible.... Continue Reading
Posted In: Entrepreneurs & Start-Ups