I provide the full range of corporate legal services including, functioning as General Counsel for companies that do not have an in-house legal department.

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Corporate Law

Corporate law pertains to the laws and regulations that impact corporations and other business entities (e.g., partnerships, limited partnerships, limited liability companies, and joint ventures).

Business Entity Formation

A corporation (or other business entity) is a legal entity that has authority under laws of the state in which it is incorporated to act as a single person distinct from the owners or shareholders who own it. A corporation, as a legal entity, that has standing to engage in civil litigation, execute contracts, and perform other duties necessary to maintain the corporation. Corporations are also taxable entities which protect the owners or shareholders from personal liability for the liabilities and debts, subject to limited exceptions, of the corporation.

A corporate attorney or general counsel will prepare and file the legal documents necessary to bring the business entity into legal existence in the client’s desired state.

Among other tasks, the general counsel will also draft corporate bylaws (or operating/partnership agreement), prepare the initial resolutions of the corporation, and assist with holding the initial meeting of the board of directors (or in the case of a cooperative corporation, the board of trustees).

Corporate Governance

A corporation’s general counsel is hired by the board of directors, and attends the monthly, special, and annual meetings of of the corporation. General functions of the general counsel include:

  • Advising the board of directors on the legal implications of the various issues before the board;
  • Providing the board with a monthly report of the current and pending legal issues which may impact the corporation, its business, or the board of directors;
  • Preparing, and keeping secure the meeting minutes of the executive session of the board to protect the attorney-client privilege between the board of directors and the general counsel;
  • Updating and revising the corporate bylaws to reflect changes in the organization or the law (as necessary); and 
  • Advising the board of directors relative to their fiduciary duties. 

Regulatory Compliance & Business Transactions

The general counsel will help the corporation with all the legal aspects of its business. For example, counsel will:

  • Negotiate, draft, and review contracts (e.g., purchase agreements (e.g., stock, asset, etc.) and ancillary agreements (e.g., transition service, vendor, etc.), master service agreements, interconnection agreements, transmission agreements, pole attachment agreements, forbearance agreements, employment agreements, integration agreements, wholesale power purchase agreements, settlement agreements, terms of service, customer agreements, service level agreements (SLA), etc.);
  • Preform due diligence during merger and acquisition transactions by conducting a thorough review of all assumed agreements (and renegotiation of the same), and an operational review (if necessary) to determine the efficacy of proposed transaction;
  • Prepare attorney opinions, privacy policies and notices, and file legal instruments (e.g., deeds, easements/right-of-ways, etc.) , tariffs, and reports with the appropriate offices;
  • Ensure the corporation makes all necessary regulatory filings and pays all required taxes;
  • Advise of parent/subsidiary corporate relationships; and
  • Litigate, arbitrate, or mediate on behalf of the corporation.

Taxation

There are several designations a corporation can receive under tax law. Generally, corporations are either for-profit or non-profit. Non-profit corporations differ from for-profit corporations in several ways. The most basic difference is that for-profit corporations operate for the monetary benefit of the owners or shareholders, while non-profit corporations operate for the general publics’ benefit though the provision of services to the general public.

Non-Profit Corporations

Nonprofit corporations are exempt from income taxes if they conduct business solely for the benefit of the general public. State laws on corporations vary from state to state, but generally states give tax breaks and exemptions to nonprofit corporations that are structured and operated exclusively for either a religious, charitable, scientific, public safety, literary, or educational purpose. Nonprofit organizations may charge money for their services, and donations to tax-exempt nonprofit organizations are tax deductible. The Internal Revenue Service must approve the tax-exempt status of all nonprofit organizations except churches.

An immense number of organizations qualify for nonprofit status under the various definitions. Nonprofit organizations include churches, soup kitchens, charities, political associations, business leagues, fraternities, sororities, sports leagues, Colleges and Universities, hospitals, museums, television stations, symphonies, and public interest law firms.