Drafting Shareholders’ Agreements with Stock Transfer Restrictions and Buy-Out Provisions

The following rules be followed when preparing a shareholders’ agreement con­taining stock transfer restrictions, buy-out provisions, and related matters: (1)    The parties to the agreement should be explicitly identified and should include the corporation.  To render the agreement enforceable against the corporation, it is important to include it as a party, even if it has […]


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How to Keep Corporate Minutes

It is important that all business participants know how to keep corporate minutes.  In most small business corporations the shareholders, directors, and officers are the same persons, and more often than not there is no day-to-day differentiation between what they do in their different capacities.  In many such corporations formal meetings are not held, bylaw […]


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Piercing the LLC Veil

Piercing the LLC Veil. It is now well established in most states that the veil piercing doctrine applies to limited liability companies.  See, e.g., Westmeyer v. Flynn, 889 N.E.2d 671, 676-77 (Ill. App. 1st Dist. 2008) (holding Delaware law applies doctrine of corporate veil piercing to limited liability companies).  In order to pierce the llc […]


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