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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...

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...

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...

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...

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...

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...

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...

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...

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...

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...

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...

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...

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...

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...

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...