Corporate charters cannot reference provisions from other agreements

The UK Economic Crime and Corporate Transparency Act means a corporation may be criminally liable if an associated person commits fraud

A minority owner in a limited liability company can be an employee for bringing misclassification and Wage Act claims.

The U.S. Supreme Court unanimously ruled that a corporation's failure to disclose certain information about its future business risks,...

The US District Court for the Northern District of Alabama has held that the Corporate Transparency Act (CTA) is unconstitutional. The...

An essential part of scaling for start-ups and emerging companies is the strategic use of investment tools. Stock options and warrants,...

Carve-out transactions allow owners to divest non-core business units for value creation. Businesses have increasingly embraced carve-out...

Starting January 1, 2024, entities must comply with the reporting rules under the Corporate Transparency Act (CTA). The CTA applies both...

The Delaware Court of Chancery ruled for the first time that corporate officers owe a fiduciary duty of oversight. The Court held that an...

The Delaware Court of Chancery denied a motion to dismiss filed by a former employee of the former employer’s claims that he breached his...

Homeowners sued a corporation and its owner over a remodeling project gone bad. The homeowners said the company owner should be liable...

Many public and private companies have recently adopted exclusive forum provisions in their charter or bylaws. They can benefit a company...

An investor claimed a company owner lied when he sold him 1% of his company by not disclosing that outstanding options diluted his...

Congress has passed the Corporate Transparency Act of 2020 (“CTA”). Its core is a set of reporting requirements imposed on just about...

A 50% shareholder sued to have the corporation dissolved because of irreconcilable differences with the other 50% owner. The court...

The Pennsylvania Supreme Court struck down Pennsylvania’s consent-by-registration law. That law said that an out-of-state business...

Delaware’s Supreme Court has adopted a new three-part universal test to decide a whether pre-suit demand upon a company’s board should be...

Before filing registration statements with the SEC, a group of companies designated the federal courts as the exclusive place to resolve...

The 2021 National Defense Authorization Act (the NDAA) was enacted on January 1, 2021. Part of it imposes new beneficial ownership...

Benefit Corporations modify general corporation law by allowing purposes other than maximizing stockholder welfare.