In a term sheet, there is commonly a requirement for temporary exclusivity that requires one or both parties to negotiate exclusively with the other for a limited time or under certain conditions so that the investment of resources and time into due diligence and negotiations intended to finalize the agreement does not get interrupted or wasted because of an interloping offer.
The Certificate of Incorporation is a legal document that establishes a corporation as a legal entity and contains basic rules for governance of the corporation.
A conflict of interest is a situation in which a person is in a position to derive personal benefit from actions or decisions made in their official capacity.
Units of equity ownership in a corporation entitling their holder to a share of the corporation’s success through dividends and/or capital appreciation.
Formal rules adopted by a corporation that establish how it will be governed.
To “pierce the corporate veil” is to establish that there’s no legal separation between a company and the individuals involved. If a court “pierces the corporate veil”, stockholders may be held personally liable for the corporation’s obligations.
So you’ve decided to incorporate as (or convert into) a Delaware Public Benefit Corporation (PBC). In your Certificate of Incorporation you have chosen a public benefit, or mission statement. Now…
One decision to make when incorporating is “How many shares do you want to authorize?” A common misconception is that the number of authorized shares (which appears in the certificate…
Historically, private company stockholders would be expected to wait until the company went public or was acquired to receive any return on their investment. Over the last several years, however,…
Once you have decided to seek a listing of your company’s shares by way of an initial public offering (“IPO”), perhaps to raise additional capital for growth or to reduce…
An earlier version of this post originally appeared on Bob’s blog In The (Red)® – The Business Bankruptcy Blog An Overview Of The Formal Corporate Wind Down If a corporation’s…
This article briefly introduces each of the principal business forms in the United States, namely corporations, partnerships, LLCs and sole proprietorships. More detailed considerations and strategies in making an appropriate…
You and your co-founders are getting your company off the ground. Everyone is excited and in perfect alignment. You have many people to be appreciative of as you launch your…
1. Advisors Choose experienced advisors early, including attorneys and auditors. Advisors who work with the SEC and investment bankers regularly will expedite the process and help avoid glitches and delays…
© 2024 Cooley GO. Cooley LLP, Cooley (UK) LLP, and Cooley SG LLP. All rights reserved. COOLEY® and the COOLEY LLP® logo are registered U.S. service marks of Cooley LLP. COOLEY GO is a trademark of Cooley LLP.
