Initial Considerations When Forming a Corporation: From Name to Governance Initial Considerations When Forming a Corporation: From Name to Governance Forming a corporation is a major decision that requires thoughtful planning and execution. Before you ever file your certificate of incorporation, it’s essential to evaluate several key factors that will shape the company’s governance, tax…
The Duty to Follow the Law: A Core Responsibility for Corporate Directors The Duty to Follow the Law: A Core Responsibility for Corporate Directors One of the fundamental fiduciary obligations of corporate directors is the duty to follow the law—also referred to as the duty of obedience. This duty requires directors to ensure that all…
Director Duties in M&A Transactions: What Every Board Should Know Director Duties in M&A Transactions: What Every Board Should Know Mergers and acquisitions (M&A) represent pivotal moments in a corporation’s life cycle. Directors play a critical role in ensuring these complex transactions serve the long-term interests of the company and its stakeholders. Fiduciary Duties During…
The Business Judgment Rule: Shielding Directors from Liability The Business Judgment Rule: Shielding Directors from Liability The business judgment rule is a critical legal doctrine that protects corporate directors from liability for decisions made in good faith and with reasonable diligence. It allows directors to take calculated risks without fear of personal legal consequences—provided their…
The Duty of Care: Ensuring Diligent Decision-Making in Corporate Governance The Duty of Care: Ensuring Diligent Decision-Making in Corporate Governance Corporate directors are bound by the duty of care to act prudently, attentively, and in the best interests of the company. This duty ensures directors make informed decisions through adequate oversight and reasonable diligence. What…
Understanding the Duty of Loyalty: A Guide for Corporate Directors Understanding the Duty of Loyalty: A Guide for Corporate Directors The duty of loyalty is a cornerstone of corporate governance. It requires directors to act in good faith and prioritize the interests of the corporation above their own. This fiduciary obligation ensures that directors do…
How to Choose the Right Legal Entity for Your New Business How to Choose the Right Legal Entity for Your New Business By Blake Cantrell Introduction Starting a new business is an exciting journey, but before launching your product or acquiring customers, you must make one of the most foundational decisions—choosing the right legal entity.…
Best Practices for Performing Fiduciary Duties as a Corporate Director Best Practices for Performing Fiduciary Duties as a Corporate Director Fulfilling fiduciary duties is one of the most important responsibilities of a corporate director. These duties—loyalty, care, and obedience—form the foundation of trustworthy and lawful governance. Adhering to best practices ensures compliance and builds lasting…
