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.

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    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 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.

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

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    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.

  7. 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.

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    Capitalization [Coming Soon]

    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.

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    Drafting Written Consents [Coming Soon]

    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.

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    Corporations [Coming Soon]

    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.

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    Incorporation and Organization [Coming Soon]

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

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    Life Cycle of a Corporation [Coming Soon]

    The four stages of a corporation’s life cycle: startup, growth, maturity, and decline. Includes a discussion of the biggest governance issues faced by corporations at each stage.

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    Franchise Taxes [Coming Soon]

    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.