Anthony L.G., PLLC is here to server small to mid-cap clients in all matters of legal representation as it pertains to corporate counsel and maintaining accurate records, policies and procedures to avoid liability.
It is necessary to respect the administrative technicalities of each business entity in order to ensure continued protection from liability. In addition to other functions, general corporate counsel responsibilities include maintaining proper corporate books and records, documenting contracts and transactions with board minutes; having yearly shareholders meetings; providing yearly and periodic reports to shareholders and advising officers, directors and shareholders on their rights and responsibilities.
THE ANTHONY L.G., PLLC ADVANTAGE
Frequently Asked Questions
Choosing a cost-effective firm who understands your financial situation is critical. Starting the relationship is best before you need representation to avoid costly legal battles that result from poor records, contract liability and other legal issues that arise from in-effective or non-existent legal representation.
S-corps and C-corps are not treated any different under state corporation laws, the important differences lie in federal taxation and shareholder benefits.
The preferred and most cost-effective approach to corporate law dispute resolution is always prevention. Preventing disputes is handled with careful consideration, record keeping, advice, planning and contract development. However, if a dispute has arisen prior to or even after seeking legal representation, our attorneys are experts in resolving them.
The Sarbanes-Oxley Act of 2002 materially altered corporate governance. For large issuers, Sarbanes-Oxley requires that a majority of directors be independent directors and sets forth strict independence standards. These independent directors, although not devoted full time to the company and although most assuredly dealing with a full time career and corporate issues, are held to increasingly higher standard of conduct and responsibility to be educated and informed and to make the best possible decisions. Sarbanes-Oxley is forcing directors to be prepared and to monitor their company performance and make independent investigation as to corporate governance, management, disclosure and compensation issues.
Prior to enactment of Sarbanes-Oxley, corporate governance was a matter of state law and a few rules and regulations of the exchanges. Sarbanes-Oxley has federalized certain issues and overrides state laws pertaining to those matters. Companies, under the control of directors, are required to establish a code of ethics and certify that they have done so, or if not, why not. However, state law still governs on issues not addressed by Sarbanes-Oxley. Careful attention must be taken to ensure not to violate either set of rules and regulations and to know when each applies.
The Business Judgment Rule is a judicial presumption that protects directors from liability for action taken by them if they act on an informed basis in good faith and in a manner they reasonably believe to be in the best interests of the corporation’s shareholders. The Business Judgment Rule will not apply in cases of fraud, bad faith or self-dealing. In such a case the court will require the director to establish the intrinsic value and fairness of the transaction.