Introduction Many California business owners have heard and read that Delaware is the best state in which to form their entity due to their business-favorable laws. In particular, Delaware has historically offered: the most favorable franchise tax rules and been the most pro-management from a legislative and judicial perspective; broader protection for board members against [...]
This article outlines the duty of loyalty imposed on corporate leaders, how the business judgment rule provides protection against liability for directors if they act with reasonable care, and how conflicts of interest should be handled by corporate leaders. I. Duty of Loyalty California law imposes certain fiduciary duties on officers and directors of a [...]
Although no business owner ever wants to consider the likelihood of being sued for unpaid business debts, breach of contract, or damages caused by their employees, business activities, or the like, these events do happen. What’s more, if businesses do not plan properly, owners may become personally liable for the debts of the business. This [...]
Contracts are the foundation that businesses, small or large, depend on daily to carry out their mission. Most businesses exist by virtue of contracts, agreements of mutually dependent promises and obligations such as partnership agreements, articles of incorporation and shareholder agreements, limited liability operating agreements, service agreements, licensing agreements, and many others. Businesses hire their [...]
Our San Diego business lawyers have previously written about corporate governance and compliance issues and the many benefits to business owners of addressing their Company's corporate compliance. In this article, we focus on another reason to engage in best practices when it comes to corporate governance—Partnership Disputes and How to Avoid Them. Many clients contact [...]
