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Corporate Law and Governance


Overview

Carlton Fields’ corporate practice offers comprehensive business counseling, representing companies of all sizes and at every stage in their life cycle. We provide legal services to public and privately-held corporations, partnerships, limited liability companies, and other forms of business organizations. Our clients are involved in virtually every sector of the economy.

Our general corporate law services include:

  • Assisting with entity formation (e.g., choice of entity and state of organization, entity formation documents)
  • Structuring boards of directors and managers (e.g., election and appointment of directors and managers, staggered boards, and cumulative voting issues)
  • Advising on and preparing basic corporate documents (e.g., employment agreements; nondisclosure and confidentiality agreements; IP assignments; director and employee equity incentive plans)
  • Advising on and preparing documents related to corporate action approval procedures; and extraordinary corporate transactions such as stock dividends and splits, redemptions, reorganizations, acquisitions, and dispositions; and dissenters’ rights.

We also provide a full range of corporate governance services. These include advising boards of directors on a variety of issues such as their fiduciary duties; helping companies review and revise organizational documents; working with clients, especially public companies, to prepare committee structures and charters; advising public companies on the Sarbanes-Oxley Act and Dodd-Frank Wall Street Reform and Consumer Protection Act; director confidentiality policies; director and executive indemnification agreements; and structuring defensive mechanisms, including so-called poison pill plans.

All Insights

Recent Ninth Circuit Rulings Uphold Plaintiffs’ Efforts to Predicate Claims on Alleged Insurance Code Violations — Likely More to Come

Recent Ninth Circuit Rulings Uphold Plaintiffs’ Efforts to Predicate Claims on Alleged Insurance Code Violations — Likely More to Come

June 23, 2017

Recent rulings suggest insurers face increased risk of suits predicating breach of contract and state unfair trade practices claims on alleged violation of state insurance laws, notwithstanding the lack of an express private right of action.

Summary Judgment for Insurer in Annuity Sales Practices Action

Summary Judgment for Insurer in Annuity Sales Practices Action

June 23, 2017

Like many of the bonus annuity class actions brought in the mid-2000s, the plaintiff in Chambers claimed that the insurer misrepresented the terms of the bonus, that there were no "sales fees," and that the interest adjustment applied to partial surrenders.

Non-Union Employers Beware: Your Employee Handbook May Violate Employees’ Rights

Non-Union Employers Beware: Your Employee Handbook May Violate Employees’ Rights

May 12, 2017

On May 10, 2017, Administrative Law Judge (ALJ) Robert A. Ringler issued a decision finding that Tucson-based G&E Real Estate Management Services violated the National Labor Relations Act (the Act) by maintaining similar policies, along with 15 other unlawful policies, in its Employee Handbook.

California Supreme Court Puts to Rest Labor Code Interpretation

California Supreme Court Puts to Rest Labor Code Interpretation

May 9, 2017

California employees are guaranteed one day of rest every workweek under a new California Supreme Court decision, which will have broad implications for employers in California, especially those in the retail and food service industries.

California Federal Court Allows Indirect Purchasers of Securities to Sue Issuers for Fraud Under California Statute

California Federal Court Allows Indirect Purchasers of Securities to Sue Issuers for Fraud Under California Statute

May 2, 2017

A federal magistrate judge in California has allowed a securities fraud suit against a late-stage private company to proceed despite the plaintiff investors holding a security interest only through intermediary, single-purpose investment funds.

China Tightens Regulations on Investing Insurance Funds in Shares of Listed Companies

China Tightens Regulations on Investing Insurance Funds in Shares of Listed Companies

March 8, 2017

The entire Chinese economy, including its insurance industry, has experienced rapid growth in recent years. Speculative investments have become an inevitable byproduct of this growth. One of the most well-known examples of a risky insurance company investment was the bitter takeover battle by Evergrande and Baoneng for control of China Vanke Co. Ltd. (Vanke), China’s biggest real property company (by sales).

Leasing Retail Stores in New York City

Leasing Retail Stores in New York City

March 8, 2017

New York City is a fascinating and dynamic retail market. It is also one of the most competitive and challenging, requiring a careful and methodical approach to leasing to avoid potential commercial and legal pitfalls

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Disclaimer

The information on this website is presented as a service for our clients and Internet users and is not intended to be legal advice, nor should you consider it as such. Although we welcome your inquiries, please keep in mind that merely contacting us will not establish an attorney-client relationship between us. Consequently, you should not convey any confidential information to us until a formal attorney-client relationship has been established. Please remember that electronic correspondence on the internet is not secure and that you should not include sensitive or confidential information in messages. With that in mind, we look forward to hearing from you.