Collection
An introduction to the corporate form, the four stages of a corporation’s life cycle—startup, growth, maturity, and decline—and key stages of corporation formation, including incorporation, organization, and capitalization, as well as the biggest governance issues faced by corporations at each stage and an overview of the role lawyers typically play at each stage.
The four stages of a corporation’s life cycle: startup, growth, maturity, and decline. Includes a discussion of the biggest governance issues faced by corporations at each stage.
An overview of capitalization, including what lawyers mean when they talk about a company’s capitalization, the various forms of equity securities, the role of stock ledgers and transfer agents, and how to read a capitalization table.
How a company authorizes its actions, including how to determine when board and stockholder approval is needed, how approvals can be obtained, the difference between resolutions, consents, and minutes, and how to determine the voting threshold needed for an approval.
An introduction to the corporate form, including the purpose of a corporation, the ways a corporation may be taxed, the various types of corporations under Delaware law, and the reasons for choosing a corporation over other entity types.
A discussion of certificates of incorporation, including required and optional components of an initial certificate, how they change as a company grows, and the amendment process. Also covers the important differences between public and private company charters.
The difference between incorporation and organization, important questions to ask before organizing, the process of incorporating, and post-incorporation matters like foreign qualifications.
The function and makeup of a board of directors, including who sits on a board, how directors are elected, the board’s powers and basic fiduciary duties, and a look at board committees.
The role of bylaws in a corporation, including common components, how they can be amended, and important differences between public and private company bylaws.
A basic overview of the various filings required by a public company, from periodic reporting requirements under the Exchange Act, to proxy statements, to reporting requirements for company insiders.
A look at the main corporate officer roles and their duties, including which roles are required by law, how officers are elected and removed, and different types of signing authority.
How to draft a written consent, including important language to include, the difference between electronic and manual consents, and tips and tricks for getting them right.
An introduction to the role of stockholders in a corporation, including who stockholders are, their rights, and their fiduciary duties.
An introduction to annual reports under state law (mainly Delaware), including what’s in the reports and why, the timing of filings, and penalties if the company is late.
A review of the two methods of calculating franchise tax, and why there’s no need to panic when a corporation receives its first bill.
This program covers how corporations authorize their actions and draft written consents, Delaware annual reports, ‘34 Act disclosure requirements for public companies, and two methods of calculating corporate franchise tax.
This program explains certificates of incorporation and corporate bylaws, discussing their respective roles in a company, how they can be amended, and other important aspects of these important corporate documents. The program also provides an overview of the key players in a corporation: its stockholders, the board of directors, and the main officers.
The basics of M&A and securities offerings. Introduces associates to deal structures, diligence, closings, registered and unregistered offerings, finance concepts, and other important aspects of corporate practice.
Introduces summer associates to corporate practice, with a focus on M&A, securities, and commercial lending work.