Business Organization
The Business Organization section of FindLaw’s Corporate Counsel Center provides information on matters such as Joint Ventures, Liability for Acts of Dissolved Corporations, and more. Click on the articles below to learn about limited liability companies that give you the tax advantages of a partnership with the liability protection of a corporation. Or browse the section on how S corporations can provide significant tax advantages over C corporations in the right circumstances. Find more about these and other subjects under Corporate Governance.
Corporate Governance
Business Organization Articles
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Daisy: A Warning for Investment Bankers
On May 17, 1998, a jury in the U.S. District Court for the Northern District of California found Bear Stearns professionally negligent in advising Daisy Systems Corporation regarding its acquisition of Cadnetix, Inc. and awarded $108 million in ...
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Dallas Securities Litigation Seminar. Seminar Summaries of Speakers John Oberdorfer and Cheryl Moore of Patton Boggs.
Aggressive Opposition to Class Action Motions: Strategy and Benefits in Securities Fraud Cases John Oberdorfer, chair of Patton Boggs' Litigation practice group in Washington D.C., presented a discussion on class action law suits as they relate to ...
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Defending Employment Decisions on US Soil
In recent years, the frequency with which international corporations move employees from country to country has increased dramatically, as have so-called functional reporting arrangements where employees in one country report on a daily basis to ...
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Del. Ct. May Appoint Custodian When Shareholder Deadlock Bars Election of Quorum of Directors
The Delaware Chancery Court recently held that it is empowered under Delaware statutory law to "appoint a custodian where, because of a deadlock, the shareholders fail to elect a sufficient number of directors to constitute a quorum of the board ...
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Del. Sup. Ct. Grants Disney Shareholders Leave to Replead Complaint to Challenge Application of Business Judgement Rule Deference to Ovitz’ Compensation Package
Citing "the interests of justice," the Supreme Court of Delaware recently reversed the decision of the Delaware Chancery Court to dismiss with prejudice the breach of fiduciary duty and waste claims that were part of a stockholder derivative ...
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Del. Sup. Ct. Rules On Brokers’ Disclosure Duties to Customers
The Delaware Supreme Court recently held that a securities broker owes the same fiduciary duty of full disclosure of material information to clients as a corporate officer or director owes to company shareholders. Defendant Everen Securities, Inc ...
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Delaware Amends Renowned Business Statutes
In the Summer of 2004, Delaware’s Governor Minner signed into law bills amending the renowned Delaware Revised Uniform Partnership Act, 6 Del. C. §§ 15-101, et seq. (“DRUPA”), Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101, et ...
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Delaware Court Questions Need For Unanimous Shareholder Vote To Ratify Waste
In a noteworthy decision, Delaware Vice Chancellor Leo E. Strine in Harbor Finance Partners v. Huizenga, 1999 Del. Ch. LEXIS 220, 1999 WL 1059757 (Del. Ch. Nov. 17, 1999), questioned the well-settled rule in Delaware requiring a unanimous ...
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Delaware Supreme Court Expands Directors’ Liability for “Misdisclosures”
In a decision expanding directors' potential liability for public statements, the Supreme Court of Delaware sitting en banc recently held that "directors who knowingly disseminate false information that results in corporate injury or damage to an ...
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Denial That Company For Sale Not An Actionable Misstatement
The United States Court of Appeals for the Fourth Circuit has affirmed the dismissal of a securities fraud class action by selling shareholders, holding that a statement that "we're not a company that's for sale," made by its CEO shortly before ...
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