Corporate Formation / Governance
Strategies that produce uncommon results
The Corporate Department at Waits & Brownlee has represented private and public companies on corporate governance and compliance issues for over 25 years. We advise on all matters related to boards of directors, board and committee composition and membership requirements, the conduct of board and committee meetings and preparation of minutes, resolutions and corporate actions by written consents. We advise on stock issuance, option grants, mergers and acquisitions, and the governmental filings necessary to amend charters, restate charters, change stock capitalization and adopt and amend bylaws.
We advise private companies on corporate formalities and creation of necessary documents for audits, government compliance and formal record keeping. We maintain stock registers, issue and cancel stock certificates, prepare subscription agreements advise on and prepare certificates of merger and wrap up and dissolution of entities.
We counsel corporate boards of directors, individual directors, and corporate officers on the wide variety of corporate governance issues that arise in the course of doing business and growing a company.
Our corporate practice group advises clients on the formation and operation of businesses and nonprofit organizations. We advise clients on selecting the best form of organization for their individual needs and vision including corporations, partnerships, limited liability entities or other business forms tailored to the business’ plans. We then prepare the documentation to match the governance of the chosen business form to the client’s desires and anticipated future for the company. We have prepared, amended and restated articles, bylaws, limited liability company operating agreements, shareholder agreements, partnership agreements and subscription agreements.
We serve as “outside” general counsel for many companies who do not have in-house attorneys. We represent industrial companies, vehicle manufactures, real estate companies, building product manufacturers, restaurants, mortgage companies, vehicle dealers, testing equipment and technology manufactures, software developers, and many other types of businesses. We serve as trustee for client created trusts and regularly interface with accountants, insurance professionals and other professionals who provide services to our clients.
Our corporate practice group has helped national companies with licenses, permits and other governmental regulatory compliance from coast to coast and nearly every state in between.