Understanding Executive Committees in Delaware Corporations
Monday, April 21, 2025
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 – Violating a Duty through Bribes or Kickbacks
Monday, January 13, 2025
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
Comparison: Uncertificated Shares vs. Certificated Shares
Monday, November 11, 2024
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
Director Compensation – Steps to Avoid Liability
Monday, January 29, 2024
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
What Is the Foreign Corrupt Practices Act?
Monday, December 18, 2023
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
The Perils of LLC Flexibility (Part 2) – Key Issues an Operating Agreement Must Address
Tuesday, December 5, 2023
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
Federal and State Governments Focus on Auto-Renewal of Subscriptions and Product
Tuesday, November 28, 2023
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
LLC Charging Orders – An LLC’s Limited Liability from Its Members
Tuesday, November 14, 2023
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
Directors Cannot Vote By Proxy at Board Meetings
Tuesday, October 31, 2023
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
The Perils of LLC Flexibility – How are Operating Agreements Interpreted
Tuesday, October 17, 2023
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
Stuck With a Tie-Breaker Manager in an LLC
Tuesday, October 10, 2023
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
Right of First Refusal Versus Right of First Offer – The Difference Is Important
Tuesday, April 18, 2023
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
Greater Scrutiny to Board Actions Affecting Stockholder Voting Rights
Tuesday, April 4, 2023
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
The FTC Proposes a Federal Ban on Non-Compete Provisions
Tuesday, March 28, 2023
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
Early-State Companies and Risks of a Founder’s Divorce: Love is a Battlefield
Tuesday, March 7, 2023
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