CORPORATE, LLC & ENTITY LAW
Recently, we have represented plaintiffs and defendants in the Delaware Court of Chancery. We have brought derivative stockholder lawsuits for breaches of fiduciary duty. We have represented limited liability companies and their members in defending actions to dissolve their companies.
Books & Records, Fiduciary Duty and Appraisals
Under Delaware Corporate and LLC law, business stockholders and members have a right to access certain information based on a proper purpose. We can assist in submitting such a demand on management. Should you have a strong case of mismanagement and self-dealing by management, we can assist in bringing an action for breach of fiduciary duty. Should you need to value your shares after an acquisition/merger we can assist to ensure you receive “Delaware Fair Value” for your shares.
Business Partner Disagreements
We also assist small business owners in disputes with their fellow owners. We call these “professional divorces.” The solution may be a buy-out, liquidation, compromise or lawsuit to recover damages for mismanagement.
Opinion Letters (Special Purpose Delaware LLC)
We serve as local counsel in Real Estate transactions involving Delaware LLCs and prepare opinion letters, typically, regarding authority to enter financing transactions. We can also draft and modify special purpose LLC agreements with a single equity member and another “springing” non-equity member often required by banks in large transactions over $5 million.
We also operate Agents and Corporations, Inc. which provides incorporation and registered agent services in Delaware, Florida, and Nevada for customers throughout the United States and around the world. Agents and Corporations, Inc. can check name availability and form a corporation or limited liability company in one day because we are online with the Delaware Division of Corporations. We include a Legal and Tax Strategies Explanation on the choice of entity, tax elections with the IRS, and tax deductions with IRS Forms, Minutes, Promissory Notes, and Medical Expense Reimbursement Plan. For more information check our website at Incnow.com. Entities can be purchased online with a credit card.
Purchase and Sale
We advise and represent clients in the negotiation and documentation of the purchase and sale of businesses. We advise clients on the alternatives for the ownership and operation of their business. We help clients form corporations, limited liability companies and partnerships. We also prepare stock purchase agreements, employment agreements and other documents used in these entities. We emphasize and provide for the tax considerations in these transactions.
Admission of Out of State Counsel: Pro Hac Vice
We have also moved for the admission of out-of-state counsel Pro Hac Vice permitting them to represent clients before Delaware courts.
We can use entities, such as multiple Delaware LLC’s or a Delaware Series LLC to structure transactions to meet your goals and protect your interests.