Corporate Records

News & Analysis as of

Admitting corporate records under the Business Records Exception to the Hearsay Rule: Lessons from Florida

The party who seeks to utilize the Business Records Exception must come to trial with a witness who is competent and prepared to lay an appropriate foundation. Introduction - Under the Federal Rules of Evidence...more

What Every Business Should Know About Keeping Its Corporate House in Order

In This Presentation: - Corporate Records Housekeeping - Protecting Assets – Vis A Vis Employees And Others (Trade Secrets, Confidentiality And Non-Competition Agreements) - Protecting Assets – ...more

Adopting A Vision: Putting The Pieces Together (Part II of IV)

People need a vision to inspire them. I know this sounds corny but I always used this motto as a motivational tool. If you can see the goal, then you can figure out a way (or ways) to achieve the goal. If you conduct a set...more

Consumer Alert For Corporate And Non-Profit Entities Regarding Corporate Records Scam

We are once again entering the season when most for-profit and non-profit corporations file their annual reports with the Secretary of State or other applicable agency in the states where they are organized as well as the...more

Think Twice Before Throwing Out Those Old Business Records

Property owners or operators faced with an environmental cleanup often incur significant expenses to cleanup their property. Before starting the actual cleanup, property owners/operators should take the time to explore all...more

A Summary of the New California LLC Law

Effective January 1, 2014, the existing limited liability company (LLC) statute in California (the “Old Act”) will be replaced by the California Revised Uniform Limited Liability Company Act (RULLCA). Actions taken by...more

The Arcana Of Dating Stockholder Consents

Long ago, I had the temerity to write about Delaware’s statutes concerning stockholder consents, Delaware’s Inadequate Protection of Shareholders When Action Is Taken by Consent, 11 Bus. Law. Update 4 (1991). The law of...more

Delaware Master Recommends Dismissing Books and Records Request by Activist Shareholder

On August 16, 2013, a master in chancery issued a draft report recommending that the Delaware Chancery Court dismiss a request by an activist stockholder to inspect the books and records of a large corporation that produces...more

Compelled Waiver of Foreign Bank Secrecy for Discovery of Records Abroad

There are many branches, agencies, and subsidiaries of foreign banks licensed to conduct banking business here in New York. These foreign-bank offices are often the targets of civil discovery requests seeking production of...more

What’s The Right Way To Respond To A Shareholder Books And Records Request?

Delaware law gives shareholders the right to request corporate books and records in order to investigate issues that are of interest to them. ...more

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is...more

Avoid Getting Between A Rock And A Hard Place: Don’t Become A Client’s Surrogate In Communicating With The Government

Sometimes, even seemingly innocuous acts can cause intractable problems. In one recent tax case, United States v. Matsa, S.D. Ohio No. 09-297, 2010 WL 117548 (Oct. 19, 2010), a simple letter from an attorney to the government...more

Delaware Chancery Court Addresses Records Inspection Requests Standards

The Delaware Chancery Court recently addressed the limits of shareholder inspection rights, holding that such requests must be specifically related to a proper purpose....more

Vorbeck v. Betancourt – Dismissal of Pure Bill of Discovery

In this case, the plaintiffs filed a complaint for a “pure bill of discovery” to obtain information attempting to confirm plaintifffs’ suspicions that a 50% owner of the subject company had misappropriated corporate assets...more

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