As a Corporate Law firm we provide all below services to our clients

Corporate Formation and Structure

  1. Incorporation Process: Filing articles of incorporation with the appropriate state authority.
  2. Legal Personality: The corporation is treated as a separate legal entity, distinct from its owners (shareholders).
  3. Corporate Governance: Establishment of bylaws, roles of directors, officers, and shareholders.

Fiduciary Duties

  1. Duty of Care: Directors and officers must act prudently and in the best interests of the corporation.
  2. Duty of Loyalty: Avoid conflicts of interest and prioritize the corporation’s interests above personal gains.
  3. Duty of Good Faith: Act honestly and with integrity in decision-making.

Corporate Finance

  1. Capital Structure: Understanding equity (stocks) and debt (bonds/loans).
  2. Securities Law Compliance: Following regulations for fundraising (e.g., IPOs, private placements under Regulation D).
  3. Dividends and Distributions: Rules governing the distribution of profits to shareholders.

Shareholder Rights and Protections

  1. Voting Rights: Shareholders vote on major decisions, such as mergers or electing directors.
  2. Right to Information: Access to corporate financials and other records.
  3. Derivative Actions: Shareholders can sue on behalf of the corporation for wrongdoings.

Corporate Operations

  1. Meetings and Resolutions: Proper procedures for board meetings and shareholder meetings.
  2. Contracts and Transactions: Authority to enter into agreements on behalf of the corporation.
  3. Compliance: Adherence to laws and regulations, including tax laws and industry-specific rules.

Liability and Protections

  1. Limited Liability: Shareholders are not personally liable for corporate debts beyond their investment.
  2. Piercing the Corporate Veil: In certain cases, courts may hold shareholders personally liable if the corporate form is abused.
  3. Indemnification: Protection for directors and officers against legal liability arising from their roles.

Mergers and Acquisitions

Mergers: Combining two corporations into one.

Acquisitions: One corporation acquiring control of another.

Duties in M&A: Ensuring fair value for shareholders and avoiding conflicts of interest.

Corporate Dissolution

  1. Voluntary Dissolution: Decision by shareholders or directors to end the corporation.
  2. Involuntary Dissolution: Court-ordered dissolution due to fraud, mismanagement, or insolvency.
  3. Distribution of Assets: Liquidating assets and paying creditors and shareholders.

Compliance with Laws and Regulations

  1. State Corporate Laws: Varying rules for corporations based on the state of incorporation (e.g., Delaware law).
  2. Federal Regulations: Securities laws, antitrust laws, environmental laws, etc.

Corporate Ethics and Social Responsibility

  1. Stakeholder Theory: Balancing the interests of shareholders, employees, customers, and the community.
  2. Environmental, Social, and Governance (ESG): Increasing emphasis on sustainable and ethical practices.