Even closely held entities often have multiple owners, partners and investors who each have a financial stake in the performance and growth of the company. Our firm works closely with our business clients in structuring, improving and managing their internal corporate operations and controls to assure all stakeholders that the company is operating in a fair and lawful manner. We advise our business clients and prepare or amend as needed, by-laws, operating agreements, resolutions, notices of shareholder/member meetings and meeting minutes and other documents on numerous corporate governance issues, such as:
- Ownership structure and membership/shareholder rights;
- Addition of other shareholders/members and offering of additional equity;
- Holding of annual and special meetings, as required under state law;
- Powers, fiduciary duties, and liabilities of directors and officers;
- Election and removal of members of the directors and officers;
- Changes in control among owners;
- Approving and entering into transactions outside the ordinary course of business, such as loans, credit facilities, asset sales, mergers, and acquisitions;
- Considering and approving transactions in which company shareholders or members, have an ownership or other financial stake (i.e., interested transactions);
- Restricting and governing the transferability of shares or membership interests;
- Ascertaining the value of a shareholder’s or membership’s interest prior to disposition, transfer or sale;
- Transparency and disclosure, inspection of corporate books and records;
- Establishing pay and benefits for officers and other key employees;
- Government and regulatory compliance;
- Dissolution of the corporation, partnership or LLC; and
- Maintenance of the entity’s books and records.
Our firm also works to find cost-effective resolutions for disputes arising out of participation in the management of the company’s business affairs and capital, deadlocks in voting, minority shareholder/member rights, non-disclosures of financial performance and other business affairs and the distribution of profits and dividends. we litigate disputes among co-owners as a last resort. We aim to find effective resolutions that protect our clients’ bottom line.
