Facilitator Guide

Certificates of Incorporation

Facilitator Guide

Certificates of Incorporation

Topic: Corporate Governance
Duration: 1 hr
Format: Remote or in person

What’s covered

The purpose of a certificate of incorporation
Required and optional provisions under Section 102 of the DGCL
Amending a certificate
Pulling a charter

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/trainings/certificates-of-incorporation/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

Course

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.
Exercise
PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

What role does a certificate of incorporation play in a corporation?
What provisions are required?
Which provisions are optional but common?
What are the two main ways to amend a certificate?
What is the process of amending?
What does it mean to “pull a charter” and how can you be sure you’re getting the latest version of it?
How does a charter change during a financing?
How does a public company charter differ from a private company charter?

Part 2: Group Exercise

Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.

Tip for remote sessions: use your web conferencing system’s breakout room feature to divide people into groups.

Part 3: War Stories and Firm Specifics

Share your own experiences and guidance, including:

Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
General practice tips (dos and don’ts)
Firm-specific guidance and practices

After the session

To continue their learning, attendees can check out related courses in Hotshot’s Corporate Governance topic.

About Hotshot

Hotshot helps lawyers develop their legal, business, and technology skills through short videos, quizzes, and summaries, and we help law firms and law schools plan and deliver engaging training programs. Our customers include Am Law 200 firms, top law schools, and regional and international firms.