COURSE DESCRIPTION
Though LLCs have become a default choice of entity for many businesses, corporations – C Corps and S Corps – still produce optimal results for many family-held businesses or businesses operating in industries where the corporate is preferred or required. The founding documents of corporations – Articles of Incorporation, Stockholders’ Agreements, and bylaws – are complex, interlocking instruments that create and regulate the capital structure, governance, and finance of the business. Very important issues of who can own stock, how that stock is valued and transferred, how major corporate decisions are made, and how disputes are resolved are all determined by these documents. This program will provide you with a practical guide to planning and drafting the essential founding documents of corporations.
Day 1:
- Practical planning and drafting founding documents
- Counseling clients about the allocation of voting power and distribution preferences
- Framework of law – what’s required, what can be modified, what’s discretionary
- Defining common stock characteristics – classes, voting rights
- Uses of preferred stock – classes, rights, preferences
- Tax issues to consider when drafting founding documents
Day 2:
- Instituting boards of directors – duties, restrictions, indemnification
- Approval of shareholders – major transactions, voting thresholds, procedures
- Restrictions on the transferability of stock
- Major components of corporate bylaws
- Common traps in drafting founding documents – avoiding later litigation
Speaker:
Eric J. Zinn is of counsel in the Denver office of Kutak Rock, LLP. He represents clients in clients in matters involving corporate, individual and partnership taxation, state and local taxation, and corporate mergers, acquisitions and finance. He is a frequent lecturer on topics including the proper choice of legal entity for the operation of a business enterprise, drafting operating agreements for limited liability companies, international taxation, partnership taxation, and like-kind exchanges. He is an Adjunct Professor at the University of Colorado-Denver Business School and at the University of Colorado School of Law in Boulder. He is the author of "Colorado Limited Liability Company Forms and Practice Manual,” published by Data Trace Publishing. Before entering private practice he served as a judicial clerk to the U.S. Tax Court.