Delaware Legislature Amends The LLC Act In Three Important Ways Monday, July 26, 2021

On June 10, 2021, the Delaware Legislature passed a number of amendments to the Acts governing corporations, LLCs, and limited partnerships, making similar changes across the respective Acts. The amendments are expected to be effective as of August 1, 2021. This article focuses on three changes to LLCs, and the likely effect of amendments on drafting LLC operating agreements, and day-to-day dealings with LLC members and third-parties.... Continue Reading

Posted In: The Delaware Advantage

California Mandates Board Diversity for Many Public Companies Monday, January 25, 2021

These new laws require that women and members of “underrepresented communities” constitute a certain percentage of the board of directors of certain companies, depending upon the size of the company’s board.... Continue Reading

Posted In: Business Strategies

Reporting LLC and Corporate Beneficial Owners to the Government Monday, January 18, 2021

Harvard Business Services has been following the status of this law closely for over a year, mindful of its substantial impact on our current and future formation and registered agent clients. The requirements of the Act have changed little over its various iterations.... Continue Reading

Posted In: Compliance

Comparison: Uncertificated Shares vs. Certificated Shares Monday, November 2, 2020

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

Update on the 2019 Corporate Transparency Act Monday, September 21, 2020

In early 2020, we discussed a bill passed by the House of Representatives in October 2019 that would have forced nearly all small businesses organized as corporations or LLCs to disclose to the Treasury Department their shareholders’ or members’ names and personal information on an ongoing basis.... Continue Reading

Posted In: The Delaware Advantage

Honest Services Fraud – Violating a Duty through Bribes or Kickbacks Monday, August 10, 2020

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

Delaware Eases Conversion to a Public Benefit Corporation Monday, July 27, 2020

This post describes the amended provisions of Delaware Corporate Law relating to the conversion of a corporation to a public benefit corporation. The Amendment removed or amended two of the biggest roadblocks to such a conversion.... Continue Reading

Posted In: Entrepreneurs & Start-Ups

Companies Are Adopting Poison Pills – Coronavirus Revives an 80’s Classic Monday, July 6, 2020

The poison pill is one of the most widely-used and popular protective measures used to combat hostile takeovers of companies. When triggered, it causes the target to issue a large amount of stock to the public at below-market prices, diluting the position of the potential acquirer and making a successful hostile takeover more expensive and time-consuming.... Continue Reading

Posted In: Business Strategies

Doing Business in D.C.: Ownership Disclosure Required Monday, June 29, 2020

This article focuses upon the disclosure obligation and its attack on active and passive owners’ and investors’ much-valued privacy in operating a business or making an investment.... Continue Reading

Posted In: Business Strategies

Contractual Non-Performance in the Age of Pandemic Monday, April 20, 2020

Work and travel restrictions, quarantines, and the slowing pace of manufacturing and distribution of goods has led to a worldwide question that applies on a scope never before contemplated – How does COVID-19 affect performance under contracts?... Continue Reading

Posted In: Business Strategies

EIN Issuance – Coronavirus-Related Delays and Issues Monday, April 13, 2020

With very few exceptions, anyone forming a U.S. business should obtain an EIN by applying with the IRS. A newly formed business needs an EIN to open bank accounts, take out loans, hire employees, and pay taxes, among other things.... Continue Reading

Posted In: Entrepreneurs & Start-Ups

Nevada Corporate Law: Embracing the Reckless Fiduciary Monday, March 30, 2020

A recent Nevada Supreme Court decision held that an officer or director of a Nevada corporation can act in a grossly negligent, uninformed, careless, or even reckless manner and still not violate his or her fiduciary duty of care to the company and the shareholders.... Continue Reading

Posted In: The Delaware Advantage

What Is the Corporate Transparency Act of 2019? Monday, March 2, 2020

If the Act becomes law, any new U.S. corporation or LLC would be required (a) to make a filing under the Act providing information about its beneficial owner(s) or (b) qualify for an exemption from filing.... Continue Reading

Posted In: Business Strategies

The Term Sheet – Preliminary Negotiation for a Sale Monday, February 24, 2020

This chapter of our look at selling your small business discusses the Term Sheet – an extremely important agreement created early in the negotiation process between a potential buyer and a business owner.... Continue Reading

Posted In: Entrepreneurs & Start-Ups

Preparing Your Small Business for a Sale Monday, February 17, 2020

This discussion of selling your small business provides an overview of the steps a small business owner should take to best prepare and position the business for sale once he or she has determined to sell.... Continue Reading

Posted In: Entrepreneurs & Start-Ups