Certificates of Incorporation
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.
Bylaws
The role of bylaws in a corporation, including common components, how they can be amended, and important differences between public and private company bylaws.
Life Cycle of a Corporation
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.
Incorporation and Organization
The difference between incorporation and organization, important questions to ask before organizing, the process of incorporating, and post-incorporation matters like foreign qualifications.
Corporate Approvals
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.
Board of Directors
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.
Stockholders
An introduction to the role of stockholders in a corporation, including who stockholders are, their rights, and their fiduciary duties.
Officers
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.
Annual Reports
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.
Capitalization
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.
Drafting Written Consents
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.
Corporations and Other Business Entities
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.
Franchise Taxes
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.
Intro to Public Company Reporting
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.