January 15, 2020

A corporation formed in New York can sue or be sued in a litigation in New York. N.Y. Business Corp. Law § 202.

Of course, many corporations are formed in other states other than New York.  In New York parlance, such corporations are “foreign corporations.”

A foreign cor...

January 9, 2020

Where there are an even number of directors or managing members of an entity, there is the potential that an action requiring a majority vote will be met with an even split – half of the directors or managing members will vote “yes,” and the other half will vote “no.”...

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 12, 2019

In New York and generally, directors’ votes are counted on a per person basis. 

It bears noting that in Delaware, if the corporation wants to count directors’ votes on a basis other than per person, provisions in that regard must be included in the certificate of incorp...

November 26, 2019

Mature companies have formal boards of directors. 

A board of directors manages “the business of a corporation.”  BCL § 701.  The board establishes binding resolutions for the corporation and appoints and controls corporate officers.

With a formal board of directors...