At Lanak & Hanna, P.C., our clients know we handle their pre-litigation and litigation needs; however, many are not aware we also handle a wide array of other business needs unrelated to litigation. Many clients wait until things turn ugly and there is a conflict before they call us. While our firm prides itself on the positive outcomes we are able to achieve for our clients with their litigation needs, we want our clients to understand all of the services we provide to maximize the success and efficiency of their business.
Our firm’s primary goal is ultimately to invest in our clients’ overall successes by collaborating and counseling them with both litigation and transactional/business legal needs. Our firm offers counsel and advice on a broad range of issues facing businesses on a daily basis, including entity selection, employment issues, regulatory matters, corporate governance and commercial transactions of all kinds. Additionally, we have good relationships with other professionals who are able to advise on other significant issues impacting your business, including taxation and the financial health of the company.
Our firm’s primary goal is ultimately to invest in our clients’ overall successes by collaborating and counseling them with both litigation and transactional/business legal needs.
If you have not updated your minutes or reviewed your corporate records recently, we are available to help you perform this important task. We recommend that you regularly document your corporate activities, including but not limited to the documentation of the annual minutes of meetings of shareholders and directors.
The California Corporations Code requires annual meetings of shareholders for the election of directors. Corps.Code § 600(b). Further, the corporate bylaws call for annual meetings of both the shareholders and the Board of Directors to transact business, including the appointment of officers.As a general rule, the board of directors may delegate to the president and other officers responsibility for day to day operations. However, certain actions require the approval of the board of directors prior to action being taken.
The instances requiring approval of the board of directors include (but are not limited to):
- the election of officers;
- purchase, sale or lease of major assets;
- borrowing funds;
- entering credit agreements and establishing or changing bank accounts; lending money;
- issuing shares of stock;
- adopting or changing share certificates or the corporate seal; and
- establishing or changing dates of regular meetings of stockholders and directors.
Furthermore, the bylaws of the corporation may expressly set forth actions requiring approval of shareholders.There are still other corporate actions which may require both board and stockholder approval, including (but not limited to):
- amendments to the articles of incorporation; adopting and amending the bylaws;
- adopting and amending the bylaws; establishing a subsidiary or entering a merger;
- establishing a subsidiary or entering a merger; sale, lease exchange or other disposition of all or substantially all of the corporation’s assets;
- sale, lease exchange or other disposition of all or substantially all of the corporation’s assets; dissolution of the corporation; and
- dissolution of the corporation; and approval of certain transactions between directors/officers and the corporation.
- approval of certain transactions between directors/officers and the corporation.
A significant part of ensuring a business is successful comes down to doing the little things right. And we are here to help.
We want to empower our clients in their businesses by ensuring they protect themselves to the greatest extent possible and make decisions which set them up to thrive; and not only be limited to those times when we become necessary as the result of litigation. We want to know your business and provide you with the tools to make the right decisions for your company and its specific needs.