A person owes another fiduciary duties when that person has control over a financial interest of the other. For example, corporate directors owe fiduciary duties to that corporation’s stockholders.
An earlier version of this post originally appeared on In The (Red): The Business Bankruptcy Blog, which I created for CEOs, CFOs, boards of directors, credit professionals, in-house counsel and others to…
Entrepreneurs are used to juggling many roles on their way to building a great company –you’re a founder, employee, director and officer. When you’re wearing the director “hat” for a…
The duty of care is one of the fiduciary duties and it is violated when an action is taken or not taken on the basis of inadequate information or without following a reasonable process.
Confidential information is one of a business’ most prized and valuable assets. However, it is rarely something that can be locked in a safe, because employees often require access to…
Nonprofit organizations in the US often ask how big their Board of Directors should be. Boards that are too small can fall short of their goals or stagnate, but Boards…
With India’s strong ties with Silicon Valley and its maturing tech and startup ecosystem, outside investments in Indian companies are becoming increasingly common. However, the Indian economic and legal regime…
A Delaware public benefit corporation (PBC) is a for-profit corporation intended to produce a public benefit and operate in a responsible and sustainable manner. A PBC must be managed in a way that balances the interests of the stockholders, the company’s key stakeholders, and a specific public benefit that the company commits to in its charter.
Very often founders raise the concern about protecting against dilution. Specifically, they are concerned that, as they grow their business and issue stock to investors, employees, and advisors, their shares,…
Officers of a company have more formal responsibility and authority than rank-and-file employees and are responsible for the management and day-to-day operations of the company.
The duty of loyalty requires that the interests of the company and stockholders be placed before personal interests when making decisions and evaluating opportunities.
A conflict of interest is a situation in which a person is in a position to derive personal benefit from actions or decisions made in their official capacity.
Over the last several years, there has been a dramatic increase in entrepreneurs interested in using business to drive positive social change. While corporations retain substantial flexibility to pursue social…
If you’re an entrepreneur considering incorporating as or converting into a Delaware Public Benefit Corporation (PBC), the following five-part test may be helpful in determining whether it is the right…
So you’ve decided to incorporate as (or convert into) a Delaware Public Benefit Corporation (PBC). In your Certificate of Incorporation you have chosen a public benefit, or mission statement. Now…
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