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 - Explained
• Pierce the Corporate Veil - Explained
• Limited Liability Company - Explanation
• Ownership Structure of Business Entities - Explained
• Limited Liability Business Entities - Explained
• Limited Partnership - Explained
• Creating a Business Entity - Explained
• Incorporating in Delaware - Explained
• General Partnerships - Explained
• Considerations in Selecting a Business Entity - Explained
• Corporations - Explained
• Continuity of Business Entities - Explained
• Compensation within Business Entities
• Sole Proprietorship - Explained
• Forming a Business Entity - Considerations
• Doing Business in Multiple States
• Taxation of Sole Proprietorship
• Types of Partnerships - Explained
• At-Will Partnerships - Explained
• Tort Liability of Partners - Explained
• Partner Responsibilities to the Partnership - Explained
• How are Partner's Compensated - Explained
• Limited Liability Limited Partnership - Explained
• Funding the Partnership - Explained
• Partnership Agreement - Explained
• Terminating the Partnership - Explained
• Limited Liability Company (LLC) - A Detailed Explanation
• Forming an LLC - Explained
• Articles of Organization - Explained
• Operating Agreement (LLC Agreement) - Explained
• LLC Compensation - Explained
• LLC Taxation - Explained
• Converting to an LLC - Explained
• Articles of Incorporation - Explained
• Corporate Bylaws - Explained
• Straight and Cumulative Voting - Explained
• Class Voting (Shareholders) - Explained
• Staggering the Board
• Changing the Director Voting Rules - Explained
• Overview of the Board of Directors - Explained
• Board Decision Making - Explained
• Promoter Liability - Explained
• Exiting the Corporation - Explained
• Buy Sell Agreement - Explained
• Authorized Shares - Explained
• Preferred Convertible Stock - Explained
• Participating Preferred Shares - Explained
• Participating Convertible Preferred Shares - Explained
• Business Capitalization - Explained
• Options Pools and Capitalization - Explained
• Founder's Equity - Explained
• Issues Contributing IP for Equity - Explained
• Founder's Stock - Explained
• Class F Stock - Explained
• Class FF Stock - Explained
• Stock Vesting Schedule - Explained
• Preemptive Rights - Term Sheet Provision
• Investor Voting Rights - Term Sheet Provision
• What are Business Entities?
• Why is Understanding Business Entities Important?
• Maintenance Requirements for a Business Entity - Explained
• Sales and Use Tax - Explained
• Self-Employment and Payroll Taxes - Explained
• Joint Venture - Explained
• Requirements for an S Corporation - Explained
• Control within a Business Entity - Explained
• Business Entities (Intro)
• Corporate Governance (Intro)
• Business Governance - Explained
• Fiduciary Duties of Corporate Shareholders - Explained
• Shareholder Personal Liability for Corporate Obligations - Explained
• Shareholder Direct and Derivative Actions - Explained
• Shareholder Derivative Action Process - Explained
• Corporate Proxies and Shareholder Votes - Explained
• Activist Shareholders and Institutional Investors - Explained
• Role of Directors in a Corporation - Explained
• Composition of Board of Directors - Explained
• Standards Governing Actions of Corporate Directors - Explained
• Business Judgment Rule - Explained
• Members of a Corporation - Explained
• Director and Officer Liability Insurance - Explained
• Role of Executives of the Corporation - Explained
• Standards Governing Actions of Corporate Officers - Explained
• State and Federal Corporate Governance Laws - Explained
• State Law and Corporate Governance - Explained
• Corporate Governance and Federal Securities Laws - Explained
• Corporate Governance and the Foreign Corrupt Practices Act - Explained
• Corporate Governance and the Dodd Frank Act - Explained
• Corporate Governance and Industry Standards - Explained
• Closely Held Corporations - Explained
• Corporate Governance and Proxy Advisory Firms - Explained
• Corporate Governance and Ethics - Explained
• Lack of Information and Corporate Governance Issues - Explained
• Decision Making and Corporate Governance Issues - Explained
• Power Struggles and Corporate Governance Issues - Explained
• Alignment of Benefits and Corporate Governance Issues - Explained
• Hostile Takeover - Explained
• Common Hostile Takeover Defenses - Explained
• Hostile Takeover Defense - Poison Pill
• Distinction between Private and Public Company - Explained
• 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 - Explained
• Agency Theory of Corporate Governance - Explained
• Stakeholder Theory of Corporate Governance - Explained
• Rights and Role of Shareholders of the Corporation - Explained
• Corporate Governance and the Sarbanes-Oxley Act (SOX) - Explained
• All About Corporate Stock - Explained
• Common Forms of Business Entity - Explained
• Limited Liability Partnership - Explained
• How are Businesses Taxed?
• Causes of Corporate Governance Issues - Explained
• 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 (Judiciary) - Explained
• Dual Class Shares - Explained
• Duty of Candor - Explained
• Duty of Care (Board of Directors) - Explained
• Duty of Loyalty (Directors) - Explained
• Data Universal Numbering System (DUNS) - Explained
• De Jure Corporation - Explained
• Dissenter's Rights - Explained
• Holding Company (Business) - Explained
• Nomination Committee (Corporate Board) - Explained
• Business Entities - Types and Characteristics
• Sole Proprietorship - A Detailed Explanation
• NonProfit Business Entities - Explained
• Chairman of the Board - Explained
• Common Stock - Explained
• Codetermination - Explained
• Advisory Board (Observer Directors) - Explained
• Par Value - Explained
• Preferred Stock - Explained
• Operating Subsidiary - Definition
• Proxy Fight or Contest - Explained
• Plurality Voting - Explained
• Sarbanes-Oxley Act (SOX) - Explained
• Silent Partner - Explained
• Shareholder Sponsored Proposal - Explained
• Staggered Board - Explained
• Say on Pay Rights - Explained
• Statutory Voting - Explained
• Shareholder-Centric Perspective - Explained
• Shareholder Democracy - Explained
• Williams Act - Definition
• Amotion - Explained
• Uniform Limited Partnership Act - Explained
• Ultra Vires - Explained
• Board Evaluation - Explained
• Brassplate Company - Explained
• Berle-Means Thesis - Explained
• Mutual Company - Explained
• 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 - Explained
• Jonestown Defense (Hostile Takeover) - Explained
• Lady Macbeth Strategy - Definition
• Macaroni Defense (Hostile Takeover) - Explained
• Yellow Knight - Definition
• Operating Company Property Company Model - Definition
• Appraisal Rights - Explained
• Master Limited Partnership - Explained
• Whitemail - Explained
• Wholly-Owned Subsidiary - Explained
• Scorched Earth Policy - Definition
• Self-Dealing - Explained
• Activist Investor - Explained
• Chief Executive Officer (CEO) - Explained
• Chief Financial Officer - Explained
• Chief Information Officer (CIO) - Definition
• Chief Investment Officer (CIO) - Explained
• Chief Legal Officer - Explained
• Chief Operating Officer - Explained
• Chief Risk Officer - Explained
• Chief Security Officer - Explained
• Chief Technology Officer (CTO) - Explained
• Entity Theory - Explained
• Winding Up a Business - Explained
• Uniform Partnership Act - Explained
• Unissued Stock - Explained
• Subsidiary Company - Explained
• Compensation Committee - Explained
• Shareholder Register - Explained
• Shareholder Value - Explained
• Business Continuity Planning - Explained
• Cumulative Voting Rights - Explained
• Guaranteed Stock - Explained
• Issued and Outstanding Shares - Explained
• Conglomerate - Explained
• NonProfit Organization - Explained
• Supermajority - Explained
• Parent Company - Explained
• State-Owned Enterprise - Explained
• Outstanding Shares - Explained
• Shotgun Clause - Explained
• Family Limited Partnership - Explained
• Promoter - Explained
• Inside Director - Explained
• Non-cumulative (Stock) - Explained
• Audit Committee - Explained
• Quorum (Voting) - Explained
• Budget Committee - Explained
• Board of Governors - Explained
• Proxy Statement - Explained
• Public Limited Company - Explained
• Publicly-Traded Partnership - Definition
• Corporate Financing Committee (FINRA) - Explained
• Institutional Shares - Explained
• Outside Director (Non-Executive Director) - Explained
• Personal Service Corporation - Definition
• Board of Trustees - Explained
• Private Foundation - Explained
• Stock Split - Explained
• Holding Company - Definition
• Independent Outside Director - Explained
• Fat Man Strategy - Definition
• Revlon Rule - Explained
• Corporate Charter - Explained
• Amalgamation (Businesses) - Explained
• Keepwell Agreement (Letter of Comfort) - Definition
• Close Corporation Plan - Explained
• Corporate Governance Rating - Explained
• Kamikaze Defense (Hostile Takeover) - Explained
• Voting Poison Pill Plan - Definition
• Corporate Monitors - Explained
• Information Circular - Explained
• Comply or Explain (UK) - Definition
• Common and Preferred Shares - Explained
• 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 - Explained
• Splitting Equity in an Industrial Partnership - Explained
• CEO as Chairman of the Board - Explained
• Forming and LLC in Nevada or Wyoming - Explained
• What to Include in Articles of Incorporation?
• Dissolving a Foreign Qualification - Explained
• How to File Bankruptcy for a Business - Explained