An acquisition is when one company buys enough of another company’s shares or assets to gain control, often by purchasing a majority ownership stake. It can be structured as a stock purchase, asset purchase, or merger, and may be friendly or hostile depending on the target’s approval. This article explains how acquisitions work, common deal […]
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Due diligence is the structured investigation a buyer, investor, or lender conducts to confirm key facts, assess risks, and verify compliance before closing a transaction. It typically reviews finances, contracts, operations, and legal exposure to prevent surprises and strengthen negotiation leverage. This article explains what due diligence means, when it’s required, common types and checklists,
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A buyout agreement is a legally binding contract that sets the price and process for one owner’s shares to be purchased when they leave a business, often using a preset valuation method or formula. It helps prevent disputes and protect continuity after events like death, disability, retirement, divorce, or a voluntary exit. This article explains
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The duty of loyalty is a fiduciary obligation requiring a trusted decision-maker to act 100% in the beneficiary’s best interests, not their own. It bars conflicts of interest, self-dealing, and taking secret profits from the relationship. This article explains who owes the duty, common violations, and potential legal remedies. Understanding the Duty of Loyalty The
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Piercing the corporate veil is when a court holds a company’s owners or shareholders personally liable for the company’s debts or misconduct, despite the usual liability shield. It’s typically considered in cases involving fraud, undercapitalization, commingling of funds, or failure to follow corporate formalities. This article explains what the doctrine means, the common legal factors
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A shareholder agreement is a private contract among a company’s shareholders (and often the company) that sets the rules for ownership, voting, and share transfers. It complements the company’s articles/bylaws by clarifying rights, obligations, and what happens during disputes or major events like funding rounds or exits. This article explains what a shareholder agreement includes,
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A board of directors is an elected group—typically 3 to 15 members—that governs a corporation on behalf of shareholders. It hires and oversees top executives, sets strategic direction, and approves major decisions while meeting fiduciary duties. This article explains what boards do, how they’re structured, and why they matter. Understanding the Board of Directors A
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Fiduciary duty is a legal obligation requiring a fiduciary to act in the best interests of another person, meeting one of the highest standards of care under law. It applies where trust and confidence are placed in someone like a trustee, attorney, or financial advisor. This article explains fiduciary relationships, core duties, and what counts
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Duty of care is a legal obligation to act with reasonable care to avoid foreseeable harm to others. Courts apply it by asking whether a reasonable person (or professional) would have taken safer steps in the same situation. This article explains the definition, who owes it, common examples, and how it affects negligence claims. Duty
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Articles of incorporation are the state-filed formation documents that legally create a corporation as a separate entity. They typically list the corporate name, registered agent, share structure, and incorporator details. This article explains what they are, what they contain, and how filing works by state. Understanding Articles of Incorporation Articles of incorporation are the legal
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