News & Analysis as of

Corporate Records

"Delaware Law Amendments Would Facilitate Blockchain Maintenance of Corporate Records, Among Other Changes"

On March 27, 2017, the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) that had been proposed by the DSBA Corporation Law...more

What corporate records do family businesses need to provide to their shareholders?

by Murtha Cullina on

In family businesses, disputes may arise concerning access to company information. Owners who work day-to-day in the business typically have unfettered access to this information, while passive shareholders may feel they are...more

Do members of the public have a right to access company records?

by Dentons on

This article considers whether members of the public have a right to access a company’s company records such as its securities and directors registers. We explore the scope of section 26(2) of the Companies Act 71 of 2008...more

Selling Your Business? 5 Steps To Maximize Your Return

When a business owner makes the decision to sell a company, numerous factors can affect the price a buyer is willing to pay. Even relatively small oversights raise the prospect that a business owner will leave money on the...more

Court Of Chancery Imposes An “Incorporation Condition” On A Stockholder’s Books And Records Inspection

by Morris James LLP on

This is a precedent-setting decision in the books and records context. In it, the Court imposes an “Incorporation Condition” on the stockholder’s inspection. That is, a stockholder who establishes a credible basis to inspect...more

The Importance of Corporate Recordkeeping for New Ventures

So you’ve taken the plunge and started your own business venture. Now you have a shiny new corporation or limited liability company and are offering the products and services that only you can provide. Maybe you’ve hired some...more

What to Do When You Are Served With a Search Warrant

by Latham & Watkins LLP on

Most business executives and officers lack the training and preparation to deal effectively with a search warrant. State and federal law enforcement agencies continue to increase their investigation and prosecution of...more

Two Cases: Mixed Success In Getting Fees Awarded In The NC Business Court

by Brooks Pierce on

There's nothing better than winning a case or a motion in Court and to then follow that up with an award of attorneys' fees. On that subject, two rulings in the Business Court last week addressed the award of attorneys'...more

Structure your start-up for fundraising success - Part Two: Organize your corporate records

by Dentons on

If you’ve determined that your new venture is going to require outside investment, there are a number of things you can do to make your company more attractive to investors....more

Structure your start-up for fundraising success - Part One

by Dentons on

If you’ve determined that your new venture is going to require outside investment, there are a number of things you can do to make your company more attractive to investors... 1. Keep it simple! There are any number...more

Court Of Chancery Explains What Is A Credible Basis to Inspect

by Morris James LLP on

It is too often thought that just by alleging some wrongdoing a demand for inspection of records is sufficient. Well, this decision explains why that is wrong. The demand must state a credible basis to believe that as a...more

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

by PilieroMazza PLLC on

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)

by Michael Volkov on

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

by Pierce Atwood LLP on

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

by Cole Schotz on

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

by Katten Muchin Rosenman LLP on

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

by Allen Matkins on

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

by Holland & Knight LLP on

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

by Mintz Levin on

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

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

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