December 24, 2019

At year end, we all think of resolutions.  From a legal standpoint, the most important resolutions are the corporate kind.

You must conduct your annual shareholders/members meeting timely, record minutes and do resolutions. You should do so even if you are the sole shar...

December 10, 2019

Shareholders votes, within a class of shares, are counted based on the number of shares they have.  Shareholders may vote in person or by proxy.  N.Y. Business Corp. Law § 609.

In order to conduct a shareholder vote there must be quorum of shareholders at a duly ca...

December 3, 2019

Valuation provisions are the heart of a shareholders’ agreement.  The parties must agree to the circumstances and pricing for any transfer of shares.

Yet, the valuation provisions are the most difficult clauses to draft. 

These provisions are often a wellspring of shareh...

November 19, 2019

A corporate veil insulates the personal assets of shareholders of a corporation (or members of a limited liability company) from the assets of the corporation, thereby protecting such assets from claims against the corporation. Without this shield, if a corporation has...

November 13, 2019

       As part of the formation of a corporation, it is essential to prepare by-laws which set forth how the corporation will operate.

Where there are multiple shareholders, it is also a good idea to state how the shareholders will work together within th...

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