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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Planning for the 100% Penalty
Section 6672 of the Internal Revenue Code is seldom considered when forming a corporation. Discussion of Section 6672 is conspicuously absent from texts and treatises on corporate formation. Yet, failure to heed its provisions can be the cause of ...
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Planning for the Departure of a Co-Owner
Many businesses, whether they are closely held corporations, limited liability companies, or partnerships, face difficult issues when one of the owners leaves. Some of the reasons an owner may leave a business are: death, disability, retirement, or ...
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Planning Opportunities Under New U.S. Tax Entity Classification Regulations
Editor's Note: In January 1997, the U.S.Treasury Department promulgated regulations which, subject to certain limitations, permit entities to elect on what basis they are taxed. As discussed below, the new regulations create significant tax planning ...
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Poison Pill Rights Plan And Other Corporate Governance Issues Certified To Minnesota Supreme Court
The United States District Court for the Northern District of Illinois in Banco Panamericano, Inc. v. Health Risk Management, Inc., 78 F. Supp. 2d 804 (N.D. Ill. Dec. 21, 1999), in a decision written by Judge James B. Moran, certified three ...
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Practice What You Preach for Profit
A leading authority on the management of professional services firms has published a new book, Practice What You Preach (The Free Press, 2001). Unlike many of David Maister's earlier publications, this one is not explicitly directed to lawyers ...
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Preliminary Injunction Granted Where Proxy Description of Merger Was Likely Misleading
The United States District Court for the Southern District of New York recently issued a preliminary injunction modifying the terms of a merger agreement (the "Merger") because it appeared likely that representations made in the proxy statement (the ...
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Preventive Law: The Legal Health Audit
As a lawyer who has been trying business cases for a number of years, I am sharply aware of the criticisms heaped upon lawyers and law firms. From Newt Gingrich, who proclaims that "litigation is the enemy of free enterprise", to Howard Stern, who ...
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Priorities and Pay for the Managing Partner
he position of managing partner in a Canadian law firm is a tough balancing act that is usually under-appreciated and under-compensated. As we all know, rueful jokes about the often impossible "political" nature of the position abound. Smaller and ...
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Providing Financial Information The Safe Way: An Investor Relations Checklist
The investor relations issues facing a public company are a complicated mixture of legal obligations, practical necessities, and the ever-present danger of shareholder litigation. Below is a list of questions covering some of the most important ...
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Proxy Worthy? Substance, Not Form, Governs
"Whereas Chemed Corp. is managed more like a private fiefdom than as a publicly-owned corporation, I suggest that the Board of Directors have a majority of outside members." May a company exclude the above shareholder proposal from proxy materials ...
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