Governance and Corporate Secretary

Surprise! Your Business Appraiser Just Disregarded Your Shareholder Debt

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…

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Who is Your Corporate Secretary? Are They Doing Their Job?

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…

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Using a Power of Attorney as a Business Succession Planning Tool

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…

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Could You Be Personally Liable for Your Company’s Debts?

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…

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