Iris K. Linder, Practice Group Chair
Managing a corporation in a manner that complies with the law presents challenges that require sound advice. Fraser Trebilcock’s business attorneys can help evaluate and update your governing documents, including Articles of Incorporation, Bylaws, Shareholder Agreements, Buy-Sell Agreements, and Voting Agreements.
Our attorneys provide legal counsel and drafting assistance on numerous topics of concern to corporations, including:
- Choice of state of organization;
- The proper procedures for running shareholder and board of directors meetings;
- Preparing minutes of shareholder and board of directors meetings;
- Counsel regarding directors' duties and liabilities;
- Responding to shareholder demands;
- Dealing with conflicts of interest;
- Complying with state and federal securities laws;
- Determining whether an officer or director is eligible for indemnification;
- Determining whether it is appropriate to pay a dividend;
- Counsel regarding corporate compliance and corporate governance;
- Preparing corporate governance policies, such as policies relating to codes of conduct, insider trading, prohibitions on discrimination and harassment, record retention, signing authority, stockholder communications and whistle blower protection; and
- Preparing stock option plans and stock option agreements.
If you become the target of a take-over effort, receive an offer to buy or merge your corporation, or seek to sell a substantial block of corporate stock, our attorneys can walk you through the decision-making process while helping your officers and directors understand and comply with their fiduciary duties.
From time to time, your corporation will be faced with the challenge of determining shareholder rights. If you are a shareholder, you may need counseling about your rights and the potential oppression of minority shareholders. Our attorneys are experts in counseling both corporations and shareholders on these issues.
