Delaware 2022 Corporate Law Amendments – A “Must Know” Summary Tuesday, October 4, 2022

The Delaware Legislature adopted the amendments to the Delaware General Corporation Act which all directors, officers, and stockholders of Delaware corporations need to become familiar with. Jarrod Melson explains the changes you need to consider in this new blog.... Continue Reading

Posted In: About Corporations

Take Note! Your Clickwrap Agreement Amendments May Be Unenforceable Tuesday, September 20, 2022

Depending on how well you communicate your clickwrap agreement & amendments to your consumers, they may or may not hold any legal binding in court. Read Jarrod's new blog to get all the details.... Continue Reading

Posted In: Business Strategies

Delaware Chancery: The Corporate Golem is Unmoved by Your Drama Tuesday, August 30, 2022

Read about corporate conflict resolution and the principle of neutrality in Delaware corporate law. Contact our team at Harvard Business Services, Inc. today.... Continue Reading

Posted In: Business Strategies

Director Compensation – Steps to Avoid Liability Tuesday, August 16, 2022

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

Delaware Chancery Reiterates High Burden To Justify Veil Piercing Tuesday, July 19, 2022

The Delaware Court of Chancery issued an opinion about Delaware LLC veil piercing. Jarrod Melson reviews a few notes about piercing the corporate veil.... Continue Reading

Posted In: The Delaware Advantage

Payment Terms: Holdbacks, Escrows and Earnouts Tuesday, May 17, 2022

Part IV of the Selling Your Small Business series of posts discusses three features relating to the payment of the purchase price for a business: holdbacks, escrows and earnouts.... Continue Reading

Posted In: Business Strategies

Structure of a Deal: Asset Sale vs. Sale of Equity Tuesday, May 10, 2022

This Part III of the Selling Your Small Business series of posts discusses the two main options for structuring the sale of a business: the sale of the assets of the business and the sale of the equity interests in the business entity. This post broadly describes the differences between the two approaches and the tax and liability implications of each upon the purchaser and the seller.... Continue Reading

Posted In: Business Strategies

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