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Corporate Law

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Zachary has over 25 years of experience as a Corporate Attorney.  Corporate Law is the heart, soul, and life-blood of every business – no company can be created without it, and no company can survive long-term without it.

 

Corporate Law is a body of laws that govern the rights, relations, and conduct of both individuals (owners, officers, and directors) and the business itself.  Companies (whether Corporations, LLCs, or LPs) are created pursuant to the laws of each state. In the State of Florida.

 

Corporate Law involves the following types of company matters:

 

Company And Subsidiary Formation.

 

Corporations, LLCs, and LPs must be formed, and approved, by the State of Florida.  There are important differences between Corporations, LLCs, and LPs.  The first and most important step is to determine which type of legal entity is best for you and your business.

 

Shareholder & Operating Agreements.

 

Shareholder Agreements are for Corporations, and Operating Agreements are for LLCs.  In either case, these Agreements are extremely important because they explain how the company will be operated, and what the rights, duties, liabilities, and obligations are for shareholders. 

 

Board Meetings.

 

Board meetings are necessary to review the health of a company, and to discuss and to vote on strategies to protect and grow the business.  Board meetings are also important to assist in keeping the corporate veil and shield shareholders from personal liability.  A Corporate Attorney’s attendance and participation at Board meetings is crucial - if a Board of Directors willfully and intentionally goes against the legal advice of its General Counsel, then it is possible that a Board’s “Errors and Omissions” insurance policy may not cover the financial losses caused by the Board’s vote and actions.  Accordingly, it is very important for a company to have an experienced General Counsel at each Board meeting.

 

Board Resolutions.

 

Board resolutions reflect the decisions of the Board in writing.  The importance of having resolutions is that it makes it clear what the topic was, and how each Board member voted.  Accordingly, having resolutions is also important if a Board’s decision is questioned for any reason (either by a Shareholder, Insurance Company, the Government, or adversary in any legal proceeding).

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