Corporate Law
Corporate law is a complex boy of law which governs how businesses are allowed to be structured, and managed. It includes all the rules, regulations, statutes and codes that have been produced in this area, which makes it an extremely diverse field.
Corporate law includes:
- Sale or acquisition of a business
- Formation of a new business
- Organizational structure of a business
- Business planning
- Business litigation
- Contract Litigation
- Finance (Banking) Law
- Business negotiations
- Business mergers
An experienced corporate law attorney can help you navigate through this complex legal area and ensure you don’t run into problems down the road. Contact our firm today for your free consultation.
Corporate LAW FAQ
- How can I ensure I set up my corporation correctly?
- What types of ongoing legal requirements are there for corporations?
- Are corporations required to hold meetings?
- When does a breech of contract occur?
- What can I sue for with a breech of contract case?
- I’m being sued for breach of contract. What are the usual defenses to this type of lawsuit?
- What is a Buy-Sell agreement and do I need one?
- Do Partnership Agreements Have to Be Drafted By An Attorney?
Usually its best to contact an attorney and an accountant to ensure this is handled properly. An attorney will draw up the articles of incorporation to ensure you have proper protection from liability, and an accountant will help with setting up your bookkeeping for the new entity.
Your business must:
- Obtain federal and state tax identification numbers
- File annual tax returns
- If public, issue shares of stock as stipulated in the articles of incorporation
- Establish and maintain corporate records. This includes corporate minute books, accounting ledgers, and shareholder records.
- Conduct a yearly meeting of the corporate board of directors
- Maintain annual registration with the state government
- Other laws as required by the state and federal government
Yes. They are also required to keep a book of minutes that detail what went on in that meeting. Usually, the requirements are that a corporation meets at least once a year to elect board members and update shareholders on the company’s progress. Also, anytime there’s a major change or transaction, a meeting should be held and it should be documented in the minutes.
A breech can occur when:
- One side refuses to honor the contract
- One side makes it impossible for the other side to perform their obligations in the contract
- One side does something against the intent of the contract
Many breeches are small matters, and are called immaterial. With these, it’s usually easy to settle the matter between the two parties listed in the contract. For instance you can:
- Ignore the defect if it has no real effect on the desired outcome
- Require the defect fixed before payment is made
- Repair it yourself and deduct that fee from your payment
In matters that are more significant, or where a large sum of money is involved, the risk of going it alone increases substantially. Contact our law firm for a free consultation to discuss the facts of your case.
You can sue for
- Specific Performance: Requires the party to perform as was specified in the initial contract.
- Compensatory Damages: – money to compensate you for your loss
- Consequential and Incidental Damages: money for foreseeable losses you received. This means that at the time of the contract, both parties knew that this loss would occur should the contract be breached.
- Liquidated Damages: These are damages which are spelled out in the contract, and are payable if there is fraud.
- Punitive Damages: (This is very rare in contract cases). Punitive damages would be awarded if a party acted in an egregious or reckless manner. The award is meant to punish the party, and deter them, or others, from committing the act again.
- Attorney Fees: Usually only allowed if stipulated in the contract.
- Rescission: The contract is cancelled, and any advance money is returned.
- Reformation: The contract is altered to reflect what was actually intended by both parties.
Keep in mind that each case varies. Contract law is very complex and your best option is to discuss your case with an attorney who is experienced, and will aggressively fight to protect your rights. Contact our law firm for a free consultation today.
Typical defenses for this type of lawsuit are:
- One party was not competent enough, either due to age or mental illness, to enter into the contract.
- One party was under duress, or some other influence, to sign the contract
- One party engaged in fraud to get the other party to sign
- One party prevented the other one from fulfilling their obligations in the contract.
- One party never provided any consideration (or money) for the contract to be fulfilled.
- The contract was for something illegal
- Circumstances occurred, through no fault of either party, making the fulfillment of the contract impossible
- The original contract was changed, and all parties agreed to the new terms.
- There was an honest mistake of fact, or law, made prior to signing the contract.
An experienced attorney can analyze the facts existing in your case, and advise you of the best way to move forward. Contact our office today for a free consultation.
If there is more than one shareholder in a corporation, a Buy-Sell agreement is usually a good idea. This agreement covers exactly what would happen should a shareholder die, divorce, become incapacitated, or get their employment terminated. This type of agreement can minimize problems and legal disputes should these issues arise at a later date. These types of agreements are also recommended for partnerships and LLC’s (Limited Liability Corporations).
It’s not required by law that your partnership agreement be drafted by an attorney, but it’s a good idea. Your agreement should cover everything about your partnership – the structure of the relationship, the way money is dispersed, how disputes are handled, the responsibilities of the parties involved, what happens should one partner become incapacitated or experience life changing events, and other important facets of your business. An experienced attorney can help minimize problems or disputes later on by ensuring the contract is as thorough, and legally binding, as possible.
