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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Conflicts of Interest and Special Committees Revisited: Has Kahn V. Tremont Corp. Permanently Changed the Landscape, or Merely Slyghtly Altered It?
A. CONFLICTS OF INTEREST AND THE USE OF SPECIAL COMMITTEES It is axiomatic that corporate directors owe a duty of care and a duty of loyalty to the corporations that they serve. Although the duty of care is a concept that most corporate directors ...
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Connecticut Adopts Safe Harbor For Corporate Opportunities
As published in Insights, March, 1998 David A. Swerdloff is a partner at Day, Berry & Howard in the Stamford, Connecticut office. The Connecticut Supreme Court has adopted a "safe harbor" rule for directors and officers of corporations considering ...
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Corporate and Securities Update: Recent Developments In Shareholder Rights Plan: “Dead Hand,” “No Hand” And “Slow Hand” Provisions
This update is being provided generally to public companies who may or may not yet have adopted a shareholder rights plan ("poison pill," "pill," or "plan"). Several recent court decisions relate to the validity of specific continuing director ...
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Corporate Governance – Addressing the Project Management Challenge and Achieving Cost Effective
Challenges presented, plans developed, costs controlled, opportunities seized and change promoted. This is how some public companies are successfully navigating the changing corporate governance world. The federal government, stock exchanges and ...
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Corporate Governance: Unbridled Ambition, Shameless Greed
Enron Corp. was going to be the biggest company in the world. Through its aggressive transactions, it almost did it. Almost. It was the seventh-largest company in the United States when, in December 2000, it claimed it was going to triple its ...
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Corporations, Limited Liability and Partnerships in Virginia
Offerings of unregistered securities may now be made in Virginia on the Internet. The State Corporation Commission has been authorized to promulgate regulations regarding the utilization of this registration exemption. (HB 1849) Under current law ...
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Corporations
Shareholders of Virginia corporations have long been permitted to take action by written consent, in place of a meeting of shareholders. Under existing law, the written consent must be signed by ALL shareholders entitled to vote on the action ...
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Counseling The Audit Committee
Steve Poss, Co-Chair of the Corporate Governance and Securities Litigation Group at Goodwin Procter LLP, participated in the presentation on counseling the audit committees of corporate boards of directors. Mr. Poss first took the audience through ...
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Courts Given Guidance in Fixing Value of Closely Held Company
When a small company breaks up, the bickering over the division of assets can be every bit as hard fought as in the nastiest divorce. And, as with a bad marriage, when the parties cannot resolve their differences, they ask a judge to decide how much ...
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Cutting-Edge Approaches for Managing Mass Tort Litigation in the New Millenium
Mass tort products liability litigation has caused the demise of nearly one hundred U.S. manufacturers in the past two decades. Asbestos litigation alone is believed to have led to bankruptcy filings by over 70 companies. In many cases the failure ...
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