Business Entities, Corporate Governance & Ownership

Legal concepts related to business entities, corporate governance, and business ownership.

• 50/50 Partnerships: Never a Good Idea
• Closely-Held vs Publicly-Held Business
• Piercing the Corporate Veil
• Limited Liability Company - Explanation
• Ownership Structure of Business Entities
• Limited Liability Business Entities
• Limited Partnership - Explained
• Creating a Business Entity
• Incorporating in Delaware
• General Partnership - Everything You Need to Know
• Considerations in Selecting Business Entities
• Corporations - Explained
• Continuity of Business Entities
• Compensation within Business Entities
• Sole Proprietorship - Explained
• Considerations for Forming a Business Entity
• Doing Business in Multiple States
• Taxation of Sole Proprietorship
• Types of Partnerships
• At-Will Partnerships
• Tort Liability of Partners
• Partner Responsibilities to the Partnership
• How are Partner's Compensated
• Limited Liability Limited Partnership - Explained
• Funding the Partnership
• Partnership Agreement - Explained
• Terminating the Partnership
• Limited Liability Company (LLC) - A Detailed Explanation
• Forming an LLC
• Articles of Organization - Explained
• Operating Agreement or LLC Agreement
• LLC Compensation
• LLC Taxation - Explained
• Converting to an LLC
• Articles of Incorporation - Explained
• Corporate Bylaws - Explained
• Straight and Cumulative Voting
• Class Voting - Shareholders
• Staggering the Board
• Changing the Director Voting Rules
• Overview of the Board of Directors
• Board Decision Making
• Promoter Liability - Explained
• Exiting the Corporation
• Buy Sell Agreements
• Authorized Shares - Explained
• Preferred Convertible Stock - Explained
• Preferred Shares Liquidation Preference -Explained
• Participating Preferred Shares
• Participating Convertible Preferred Shares - Explained
• Issued Outstanding and Fully Diluted Shares - Explained
• Business Capitalization - Explained
• Options Pools and Capitalization - Explained
• Founder's Equity - Explained
• Cofounder Equity Split
• Issues Contributing IP for Equity
• Founders Stock
• Class F Stock
• Class FF Stock
• Stock Vesting Schedule
• Preemptive Rights
• Investor Voting Rights
• What are Business Entities?
• Why is Understanding Business Entities Important?
• Maintenance Requirements for a Business Entity
• Sales and Use Tax - Explained
• Self-Employment and Payroll Taxes - Explained
• Joint Venture - Explained
• What are Requirements for an S Corporation?
• Control within Business Entity
• Business Entities (Intro)
• Corporate Governance (Intro)
• What is Business Governance?
• Fiduciary Duties of Corporate Shareholders
• Shareholder Personal Liability for Corporate Obligations
• Shareholder Direct and Derivative Actions
• Shareholder Derivative Action Process
• Corporate Proxies and Shareholder Votes
• Activist Shareholders and Institutional Investors
• Role of Directors in a Corporation
• Composition of Board of Directors
• Standards Governing Actions of Corporate Directors
• What is the Business Judgment Rule?
• Members of a Corporation
• Director and Officer Liability Insurance
• Role of Executives of the Corporation
• Standards Governing Actions of Corporate Officers
• State and Federal Corporate Governance Laws
• State Law and Corporate Governance
• Corporate Governance and Federal Securities Laws
• Corporate Governance and the Foreign Corrupt Practices Act
• Corporate Governance and the Dodd Frank Act
• Corporate Governance and Industry Standards
• Closely Held Corporations - Explained
• Corporate Governance and Proxy Advisory Firms
• Corporate Governance and Ethics
• Lack of Information and Corporate Governance Issues
• Decision Making and Corporate Governance Issues
• Power Struggles and Corporate Governance Issues
• Alignment of Benefits and Corporate Governance Issues
• What is a Hostile Takeover?
• Hostile Takeover Defense - Shark Repellent
• Hostile Takeover Defense - Poison Pill
• Distinction between Private and Public Company
• Incentivizing Acquirer - Hostile Takeover Defense
• Asset or Liability Tactics - Hostile Takeover Defenses
• Hostile Takeover Defenses - White Knight and Pac Man
• Role and Purpose of Corporate Entity Form
• Agency Theory of Corporate Governance
• Stakeholder Theory of Corporate Governance
• Rights and Role of Shareholders of the Corporation
• Corporate Governance and the Sarbanes-Oxley Act (SOX)
• All About Corporate Stock
• What are the most common forms of business entity?
• Limited Liability Partnership - Explanation
• How are Businesses Taxed?
• Causes of Corporate Governance Issues
• Business Entity Setup - Explained
• Converting Business Entity to a Corporation
• Converting from S Corp to C Corp (and Vice Versa)
• Selecting a Business Entity for a Startup
• Equity - Definition
• Dual Class Shares - Definition
• Duty of Candor - Definition
• Duty of Care (Board of Directors) - Definition
• Duty of Loyalty (Directors) - Definition
• Data Universal Numbering System (DUNS) - Definition
• De Jure Corporation - Definition
• Dissenter's Rights - Definition
• Holding Company (Business) - Definition
• Nomination Committee (Corporate Board) Defined
• Business Entities - Types and Characteristics
• Sole Proprietorship - A Detailed Explanation
• NonProfit Business Entities
• Chairman of the Board Definition
• Common Stock - Definition
• Codetermination Definition
• Advisory Board (Observer Directors) - Definition
• Par Value - Definition
• Preferred Stock - Definition
• Operating Subsidiary - Definition
• Proxy Fight or Contest - Definition & Explanation
• Plurality Voting - Definition
• Sarbanes-Oxley Act (SOX) - Definition
• Silent Partner - Definition
• Shareholder Sponsored Proposal - Definition
• Staggered Board - Explained
• Say on Pay Rights - Definition
• Statutory Voting - Definition
• Shareholder-Centric Perspective - Definition
• Shareholder Democracy - Definition
• Williams Act - Definition
• Amotion - Definition
• Uniform Limited Partnership Act - Definition
• Ultra Vires - Definition
• Board Evaluation - Definition
• Brassplate Company - Definition
• Berle-Means Thesis - Definition
• Mutual Company - Definition
• Flip Over Poison Pill - Definition
• Flip In Poison Pill - Definition
• Cadbury Rules - Definition
• Back-end Plan - Definition
• Backflip Takeover - Definition
• Dead Hand Provision - Definition
• Joint Stock Company - Definition
• Jonestown Defense - Definition
• Lady Macbeth Strategy - Definition
• Macaroni Defense - Definition
• Yellow Knight - Definition
• Operating Company Property Company Model - Definition
• Appraisal Rights - Definition
• Master Limited Partnership - Definition
• Whitemail - Definition
• Wholly-Owned Subsidiary - Definition
• Scorched Earth Policy - Definition
• Self-Dealing - Definition
• Activist Investor - Definition
• Chief Executive Officer (CEO) - Definition
• Chief Financial Officer - Definition
• Chief Information Officer (CIO) - Definition
• Chief Investment Officer (CIO) - Definition
• Chief Legal Officer - Definition
• Chief Operating Officer - Definition
• Chief Risk Officer - Definition
• Chief Security Officer - Definition
• Chief Technology Officer (CTO) - Definition
• Entity Theory - Definition
• Winding Up - Definition
• Uniform Partnership Act - Definition
• Unissued Stock - Definition
• Subsidiary Company - Definition
• Compensation Committee - Definition
• Shareholder Register - Definition
• Shareholder Value - Definition
• Business Continuity Planning - Definition
• Cumulative Voting Rights - Definition
• Guaranteed Stock - Definition
• Issued Shares - Definition
• Conglomerate - Definition
• Non-Profit Organization - Definition
• Supermajority - Definition
• Parent Company - Definition
• State-Owned Enterprise - Definition
• Outstanding Shares - Definition
• Shotgun Clause - Definition
• Family Limited Partnership - Definition
• Promoter - Definition
• Inside Director - Definition
• Non-cumulative (Stock) - Definition
• Audit Committee - Definition
• Quorum - Definition
• Budget Committee - Definition
• Board of Governors - Definition
• Proxy Statement - Definition
• Public Limited Company - Definition
• Publicly-Traded Partnership - Definition
• Corporate Financing Committee - Definition
• Institutional Shares - Definition
• Outside Director (Non-Executive Director)
• Personal Service Corporation - Definition
• Board of Trustees - Definition
• Private Foundation - Definition
• Conglomeration - Definition
• Stock Split - Definition
• Holding Company - Definition
• Independent Outside Director - Definition
• Fat Man Strategy - Definition
• Revlon Rule - Definition
• Corporate Charter - Definition and Explanation
• Amalgamation - Definition
• Keepwell Agreement (Letter of Comfort) - Definition
• Close Corporation Plan - Definition
• Corporate Governance Rating - Definition
• Kamikaze Defense - Definition
• Voting Poison Pill Plan - Definition
• Corporate Monitors - Definition
• Information Circular - Definition
• Comply or Explain (UK) - Definition
• Common and Preferred Shares
• What is Control of a Business Entity
• Founder's Agreement - Definition
• Corporate Governance Explained
• Management Buy-In - Definition
• Management Entrenchment - Definition
• Market for Corporate Control
• Proration (Merger and Acquisition) - Definition
• Offshoring a Company
• Splitting Equity in an Industrial Partnership
• CEO as Chairman of the Board
• Forming and LLC in Nevada or Wyoming
• What to Include in Articles of Incorporation
• Dissolving a Foreign Qualification
• How to File Bankruptcy for a Business