Corporate Governance

Categories covered in this topic:
Corporate Roles
Governance Tasks
Intro to Corporations
Organizational Docs


  1. still frame from Charter Fundamentals Preview

    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.

  2. still frame from Public Company Bylaws Preview


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

  3. still frame from What’s the Difference? Preview

    Incorporation and Organization

    The difference between incorporation and organization, important questions to ask before organizing, the process of incorporating, and post-incorporation matters like foreign qualifications.

  4. still frame from What are They? Preview

    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.

  5. still frame from Powers and Fiduciary Duties Preview

    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.

  6. still frame from Who are Stockholders? Preview


    An introduction to the role of stockholders in a corporation, including who stockholders are, their rights, and their fiduciary duties.

  7. still frame from Who are They? Preview


    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 Timing Preview

    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 What is Capitalization Preview


    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.

  10. still frame from Using Written Consents Preview

    Drafting Written Consents

    How to draft a written consent, including important language to include, the difference between electronic and manual consents, and tips and tricks for getting them right.

  11. still frame from Business Entities Preview

    Corporations and Other Business Entities

    An introduction to the corporate form, including the purpose of a corporation, the ways a corporation may be taxed, the various types of corporations under Delaware law, and the reasons for choosing a corporation over other entity types.

  12. still frame from What is Franchise Tax? Preview

    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.

  13. still frame from Exchange Act Preview

    Intro to Public Company Reporting

    A basic overview of the various filings required by a public company, from periodic reporting requirements under the Exchange Act, to proxy statements, to reporting requirements for company insiders.