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Choosing the State of Incorporation
Posted on 18 Jun 2008 by AME3bg

Traditionally, Delaware has been considered a favored state for incorporation; however, because of other states’ adoption of provisions of a Model Business Corporation Act (see below for the ABA's Model Act) or of provisions of Delaware corporation... Read More

Tags: Fundamentals of Business Law

White Collar Crime
Posted on 18 Jun 2008 by AME3bg

The term "white collar crime" broadly refers to any type of illegal conduct in a business setting. Examples include: Fraud Theft Bribery Extortion Tax evasion Other acts of corruption These crimes carry stiff penalties, including... Read More

Tags: Fundamentals of Business Law
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  • Blog Post: Drafting Executive Employment Agreements That Work for Employers: An Annotated Model Agreement

    AME3bg
    Employment Agreements are enforced under state law. So it is vital to understand which state law is applicable to the contract. One way is to get agreement that a particular state law governs, but it is necessary to select a state law which has a defensible nexus to the employment relationship. The terms...
    on 30 Jan 2008

  • Blog Post: How to Keep a Firing from Backfiring

    AME3bg
    There was a time when firings were financially painful only for employees. Increasingly, however, terminated employees are suing and collecting from former employers. Whether an employee can recover depends on who was fired and why, and on which law applies and on what the jury decides. Read the...
    on 30 Jan 2008

  • Blog Post: An Overview of and Practical Guidance on the SEC's New Rules Amending Executive Compensation, Related Party, Governance and Form 8-K Disclosure Requirements

    AME3bg
    The Securities and Exchange Commission (“SEC”) has issued its new rules comprehensively revising the disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters. The final rules also modify the....
    on 30 Jan 2008

  • Blog Post: Duties of the Board of Directors When a Company Is for Sale

    AME3bg
    The obligations of a board of directors in the discharge of their fiduciary duties are especially significant when the company is for sale. While there is no definitive set of procedures required, directors must take reasonable steps to maximize shareholder value and must take care to place the... ...
    on 30 Jan 2008

  • Blog Post: How to Create an Immigration Strategy for a Stable Workforce

    AME3bg
    Despite growing globalization of the US economy, employers are facing more immigration-related obstacles than ever before in employing a global workforce. This includes caps on the number of H-1B workers, backlogs for immigrant visas, higher fees for petitions, and increased enforcement by the... ...
    on 30 Jan 2008

  • Blog Post: Internet Availability of Proxy Materials

    AME3bg
    The Securities and Exchange Commission (the "Commission") has adopted new rules that allow issuers to use the Internet as an alternative method to satisfy proxy material delivery requirements. In another step to update its regulatory framework to coincide with today's communication... ...
    on 30 Jan 2008

  • Blog Post: Section 409A and Its Impact on the Taxation of Deferred Compensation

    AME3bg
    One of the most significant changes wrought by the American Jobs Creation Act (AJCA) is Section 409A and its impact on the taxation of deferred compensation. Section 409A broadly applies to all forms of deferred compensation, including equity-based compensation and severance arrangements. The... Read...
    on 30 Jan 2008

  • Blog Post: Best Practices: Applying Game Theory to Internal Investigations

    LexisHub Staff
    Typically, a client entangled in a complicated, far-reaching government investigation will ask, “How do we resolve this matter?” The better question is: “How do we resolve this and any other potential or collateral matters?” Legal must employ a risk management methodology that...
    on 8 Feb 2008

  • Blog Post: Fundamentals of Nonprofit Corporations

    ranjan
    The term "nonprofit" broadly refers to any organization in which income and revenues are not shared on the basis of ownership as there are no shareholders or official earnings to distribute. Corporate status for nonprofit entities provides a shield against potentially unlimited liability for...
    on 23 May 2008

  • Blog Post: Observing Corporate Formalities

    AME3bg
    The creation of a corporation by the filing of a certificate of incorporation and the holding of an organizational meeting establishes an independent entity. In order to maintain the fiction of separate existence and avoid a “piercing of the veil,” certain formalities must be strictly observed...
    on 23 May 2008

  • Blog Post: Choosing the State of Incorporation

    AME3bg
    Traditionally, Delaware has been considered a favored state for incorporation; however, because of other states’ adoption of provisions of a Model Business Corporation Act (see below for the ABA's Model Act) or of provisions of Delaware corporation law, traditional advantages for incorporation...
    on 18 Jun 2008

  • Blog Post: White Collar Crime

    AME3bg
    The term "white collar crime" broadly refers to any type of illegal conduct in a business setting. Examples include: Fraud Theft Bribery Extortion Tax evasion Other acts of corruption These crimes carry stiff penalties, including prison sentences that sometimes exceed jail...
    on 18 Jun 2008

  • Blog Post: Writing Better Contracts with Service Providers

    Assoc. Prof. James L. Carey
    In an Emerging Issues Analysis, Associate Professor James L. Carey suggests that by regularly taking the extra steps to understand the needs of your clients, including those needs documented in the boilerplate, you can better protect your clients customer base, human resources, trade secrets and improvements...
    on 13 Apr 2009

  • Blog Post: Consumer Credit Card Account Practices Rules

    Kenneth M. Lapine
    In January 2009, the NCUA (National Credit Union Administration), the Federal Reserve Board, and the OTS (Office of Thrift Supervision) adopted the Consumer Credit Card Account Practices Rules designed to protect consumers who use credit cards from unfair acts and practices. In this Emerging Issues Analysis...
    on 21 Apr 2009

  • Blog Post: Common Ownership of Sister Corporations Does Not Permit Piercing Corporate Veil of One Corporation in Order to Reach Insurance Policy of Second Corporation

    Ted Zwayer
    In law school we are taught the sanctity of the corporate veil; that one of the purposes of the corporate structure is to protect the owners/shareholders of corporations from personal liability. One of my favorite law school examples was the taxi owner who owned 20 taxis. He created 10 corporations,...
    on 8 Jul 2009

  • Blog Post: The Right to an Accounting in Disputes among Members or During Dissolution of LLCs

    Ted Zwayer
    The right to an accounting by a partner during disputes or at the dissolution of a partnership had long been recognized. The right of a member of a limited liability company (LLC) to an accounting has not been as clear, even though LLCs have been widely used for more than two decades. Although many state...
    on 10 Jul 2009

  • Blog Post: The Business Judgment Rule Shields Corporate Officers and Directors from Liability for Acts of Negligence and Carelessness

    Ted Zwayer
    Previously, I wrote about the responsible corporate officer doctrine which permits in some circumstances a finding of personal liability against an officer of a corporation for liability that has been imposed upon the corporation. The responsible corporate officer doctrine can be applied if a corporate...
    on 26 Feb 2010