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Corporate Governance

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  1. still frame from Corporations and Other Business Entities 1 hr 14 min
    Track

    Intro to Corporations

    An introduction to the corporate form, the four stages of a corporation’s life cycle—startup, growth, maturity, and decline—and key stages of corporation formation, including incorporation, organization, and capitalization, as well as the biggest governance issues faced by corporations at each stage and an overview of the role lawyers typically play at each stage.

    CLE Available
  2. still frame from Capitalization 20 min
    Course

    Capitalization

    An overview of capitalization, including what lawyers mean when they talk about a company’s capitalization, the various forms of equity securities, the role of stock ledgers and transfer agents, and how to read a capitalization table.

  3. still frame from Corporate Approvals 13 min
    Course

    Corporate Approvals

    How a company authorizes its actions, including how to determine when board and stockholder approval is needed, how approvals can be obtained, the difference between resolutions, consents, and minutes, and how to determine the voting threshold needed for an approval.

  4. still frame from Board of Directors 11 min
    Course

    Board of Directors

    The function and makeup of a board of directors, including who sits on a board, how directors are elected, the board’s powers and basic fiduciary duties, and a look at board committees.

  5. still frame from Certificates of Incorporation 16 min
    Course

    Certificates of Incorporation

    A discussion of certificates of incorporation, including required and optional components of an initial certificate, how they change as a company grows, and the amendment process. Also covers the important differences between public and private company charters.

  6. still frame from Bylaws 15 min
    Course

    Bylaws

    The role of bylaws in a corporation, including common components, how they can be amended, and important differences between public and private company bylaws.

  7. still frame from Officers 7 min
    Course

    Officers

    A look at the main corporate officer roles and their duties, including which roles are required by law, how officers are elected and removed, and different types of signing authority.

  8. still frame from Annual Reports 6 min
    Course

    Annual Reports

    An introduction to annual reports under state law (mainly Delaware), including what’s in the reports and why, the timing of filings, and penalties if the company is late.

  9. still frame from Franchise Taxes 8 min
    Course

    Franchise Taxes

    A review of the two methods of calculating franchise tax, and why there’s no need to panic when a corporation receives its first bill.

  10. still frame from Board of Directors 58 min
    Track

    Corporations: Charters, Bylaws, and Key Players

    This program explains certificates of incorporation and corporate bylaws, discussing their respective roles in a company, how they can be amended, and other important aspects of these important corporate documents. The program also provides an overview of the key players in a corporation: its stockholders, the board of directors, and the main officers.

    CLE Available