Corporate Practice

Root skill for all corporate legal matters — entity formation through dissolution. Establishes fiduciary duties, corporate formalities, and stakeholder-balance principles that apply across every sub-area.

Sub-Areas

| Sub-Area | Scope | |---|---| | Formation | Entity selection, articles, bylaws, initial capitalization | | Governance | Board duties, minutes, resolutions, officer authority | | Finance | Equity/debt structures, dividends, cap tables | | Securities | Registered offerings, exemptions, disclosure obligations | | M&A | Asset/stock deals, due diligence, closing mechanics | | VC & PE | Preferred equity, term sheets, investor rights | | Non-Profits | 501(c) formation, governance, charitable compliance | | Dissolution | Wind-down, asset distribution, regulatory filings |

Quick Start

Confirm jurisdiction of formation — state law governs internal affairs
Identify entity type (C-corp, S-corp, LLC, PBC, non-profit) and match to tax, governance, and financing goals
Flag fiduciary duty issues (care + loyalty) and any conflicts of interest
Check whether securities law (federal + blue sky) applies to the transaction

Core Principles

Fiduciary duties — Care and loyalty govern all board/officer conduct; surface conflicts early
Corporate formalities — Minutes, resolutions, and records preserve liability protection
Entity selection — Structure must align with tax, governance, and financing objectives
Stakeholder balance — Obligations differ by entity type: shareholders, creditors, employees, beneficiaries
Risk management — Flag indemnification gaps, D&O exposure, and regulatory triggers at each stage

Pitfalls

Delaware defaults apply to most venture-backed C-corps — note divergences when client formed elsewhere
Securities law intersects nearly every financing transaction — flag early, not after closing
Non-profits require separate analysis: no equity, restricted assets, IRS compliance layer
Missing corporate formalities (e.g., skipped annual minutes) can pierce the liability veil