Articles of Incorporation

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Accountability and Transition in ICANN’s New gTLD Program

Bringing accountability to the Internet Corporation for Assigned Names and Numbers (ICANN), the little known yet hugely significant global regulator of the Internet domain name system, is always a significant victory. ICANN...more

Preparing Yourself and Your Client for Chapter 11: Part I of II – The Petition Package, Filing the Case, Filing Fees, and First...

As a Chapter 11 debtor’s attorney, the prospect of serving as debtor’s counsel is an exciting – and increasingly rare – opportunity. The preparation for filing a Chapter 11 case involves negotiating complex cash collateral...more

Banking Notes: New Mississippi Law Allows Venue Selection for Shareholder Claims

The Mississippi legislature has created a new mechanism for Mississippi corporations to require that derivative and other shareholder claims be brought in the county of the corporation’s principal office instead of some other...more

U. S. Court of Appeals 2nd Circuit Decision: National Bank is a Citizen Only of the State in Which its Main Office is Located

The United States Court of Appeals for the Second Circuit issued a decision today in the case of OneWest Bank, N.A. v. Robert W. Melina, No. 15-3063 (2d Cir. June 29, 2016) holding that a national bank is a citizen only of...more

10th Circuit Highlights Difference Between Delaware And Nevada Exculpatory Statutes

Because the power to manage a corporation’s affairs rests with the board of directors, it is normally up to the board to decide whether the corporation will pursue a claim. A shareholder who believes that the corporation...more

Why Many Manager Removal Provisions Are Doomed to Fail

Most business partners start their venture with the intent to own a property or operate a business until selling it for a large profit. Hopes are high and intentions are real. As in any relationship, there could be bumps in...more

OHADA Zone: Deadline for Amending Articles of Incorporation of Commercial Companies Approaches

Commercial companies in OHADA member states that were incorporated prior to the entry into force of the Amended Uniform Act on 5 May 2014 must ensure that their articles of incorporation comply with the Act’s provisions by 5...more

Deciding fair value under pre-emption provisions in a company's articles

A recent High Court decision involved interpreting the pre-emption provisions in a company's articles. In particular, the court had to consider the basis on which the appointed accountants should value the shares which the...more

Doing Business in Cuba Under the FCPA, Part IV

I continue my exploration of some of the issues around doing business in Cuba, from the Foreign Corrupt Practices Act (FCPA) perspective. Today I want to consider the types of ownership structures that are currently in place...more

Some, But Not All: How the North Carolina Planned Community Act affects Pre-1999 Planned Communities

In 1999, the North Carolina General Assembly enacted the North Carolina Planned Community Act ("Act") as Chapter 47F of the North Carolina General Statutes. The Act was intended to establish certain rights for property...more

Shaev v. Adkerson, C.A. No. 10436-VCN (Del. Ch. Oct. 5, 2015) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery granted defendants’ motion to dismiss plaintiff’s claims that in granting one million restricted stock units, defendants, the board of directors of a corporation, violated its...more

Everything You Need to Know About Forming a US Corporation (For Free!)

Lawyers are often of two minds about providing ‘free stuff.’ Some look at it as a straight economic loss; others look at it as a service that can build to something even bigger. One of my good friends was, as he has said, ‘in...more

Fourth Circuit: Business Judgment Rule May Not Protect Bank Officers in FDIC Action

Why it matters - Bank officers may be liable in a lawsuit brought by the Federal Deposit Insurance Corp. (FDIC) while the directors escaped liability, in a new ruling from the Fourth Circuit Court of Appeals interpreting...more

Justice Friedman Allows Breach of Fiduciary Duty Claim to Proceed Against Corporate Directors Under Delaware Law

In AP Services, LLP v. Lobell et. al, No. 651613/2012, 2015 NY Slip Op 31115(U) (N.Y. Sup. Ct. June 19, 2015) (argued Feb. 21, 2014), Justice Friedman, applying Delaware Law, denied a motion to dismiss plaintiff AP Services,...more

Was This Director Duly Elected Or Appointed?

Suppose that a corporation’s bylaws includes the following two provisions: 1.  The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by the Board...more

Changes to Michigan Nonprofit Corporation Act Expand Liability Protection, Authorize New Election Procedures, Ease Voting...

As you may have heard, Michigan recently enacted significant amendments to the Michigan Nonprofit Corporation Act (the "Act"). The following is a brief overview of some of the more significant of the changes effected by the...more

Court Declines To Declare “S” Corporation Shareholders’ Agreement Unenforceable

In general, shareholders of a corporation that has elected to be taxed under Subchapter S of the Internal Revenue Code are taxed on corporate profits regardless of whether the corporation makes any distribution of those...more

Delaware Corporation Law Amendments Address Fee-Shifting and Exclusive Jurisdiction Provisions

Recently enacted amendments to the Delaware General Corporation Law will prohibit the certificates of incorporation and bylaws of Delaware corporations from including "loser pays" litigation provisions with respect to...more

2015 Nevada Business Entities Law Update

The 78th Session of the Nevada Legislature made a number of changes to provisions of Title 7 of the Nevada Revised Statutes (NRS) governing business entities, including corporations, limited liability companies and limited...more

NFA Proposes Amendments to Its Articles of Incorporation

On May 29, the National Futures Association provided notice to its members of the unanimous approval by the NFA Board of Directors (Board) of proposed amendments to NFA’s Articles of Incorporation. Subject to approval by...more

Amendments to the Michigan Nonprofit Corporations Act

In January 2015, Governor Snyder signed Michigan Senate Bills 623, 624, and 929, which make significant revisions to the Michigan Nonprofit Corporation Act (MCL 450.2101 – 450.3192) (the “Act”). The purpose of these companion...more

Start-Up Pack (Belgium)

In This Issue: - Welcome - An introduction to key legal documents for start-ups - Glossary of useful venture capital and company terms - A step-by-step guide to setting up a company in Belgium - A shareholders’...more

Delaware (again) proposes sledgehammering fee-shifting bylaws

As part of the annual update cycle for Delaware’s General Corporations Law (DGCL), the Delaware Bar has returned to last year’s controversy on fee-shifting provisions in bylaws and certificates of incorporation to propose,...more

Court Of Chancery Explains Hierarchy Of Corporate Legal Principles

This is a helpful reminder that the DGCL governs what may be in the certificate of incorporation and what may be in the bylaws. Giving one director extra tie-breaking voting rights must be in the certificate to be valid....more

Lau: BC SC Corrects Articles of Incorporation After $17.3 Million Reassessment

Many tax rectification cases address situations in which certain transaction documents contain errors that do not accord with the parties’ intent to minimize or avoid taxes. However, there are several cases in which the...more

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