Governance and Corporate Secretary

Your carefully drafted Shareholders Agreement addressed several buyout scenarios. After discussing a formula-based valuation, everyone decided to look to a valuation expert to appraise the business and set the value for the buyout.  The valuation process was left to the professional judgment of the appraiser. But be aware that within the scope of that professional…

Corporate Counsel Group’s managing partner, Sheryl Nelson, recently served as a panelist in a family business Table of Experts discussion for the Kansas City Business Journal.   The article, “Family-Owned Businesses: Plan, Prepare and Prosper” can be read here.

For a public company, the answer is clear.   The Corporate Secretary may or may not be part of the senior management team, but they have a key role in the organization.  The directors know them, and they attend every board meeting.  They are a key source of institutional knowledge about the company, and maintaining an…

As part of an estate planning process, it is common for the owner of a closely-held business to execute a general durable Power of Attorney appointing an agent, also called an attorney-in-fact, to manage his or her financial affairs and other matters if he or she becomes unavailable or incapacitated.  Typically, the powers given an…

A primary benefit of forming a legal entity such as a corporation or limited liability company is that, as a general rule, the individual owners, officers and employees are shielded by the company’s legal structure from personal liability for the company’s debts. This shield is commonly referred to as the “corporate veil.” Unfortunately, the corporate…