Can a corporation not authorized to do business in New York be a party to a New York litigation?
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...
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What is the importance of a deadlock provision in by laws or operating agreement?
Where there are an even number of directors or managing members of an entity, there is the potential that an action requiring a majority...
Year End Resolutions - the Corporate Kind
At year end, we all think of resolutions. From a legal standpoint, the most important resolutions are the corporate kind. You must...
How are director’s votes conducted and counted in a closely held corporation?
In New York and generally, directors’ votes are counted on a per person basis. It bears noting that in Delaware, if the corporation wants...
How can you use a corporate advisory board to scale a company?
Mature companies have formal boards of directors. A board of directors manages “the business of a corporation.” BCL § 701. The board...
What are key steps to take to minimize the piercing of the corporate veil?
A corporate veil insulates the personal assets of shareholders of a corporation (or members of a limited liability company) from the...
What clients need to know about the role of a corporate officer, director, or shareholder
In representing growing businesses, it is important to help clients understand the structure and role of people in their corporation. ...
What employment decisions rise to the level of corporate board matters?
Which of the following corporate actions do you think requires board of directors' authorization: firing the CEO, laying off workforce,...
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