"Founding Documents": Drafting Articles of Incorporation and Bylaws - Part 1

Thank you

Thank you for joining us today.

Description

Though LLCs have become a default choice of entity for many businesses, corporations – C Corps and S Corps – still produce optimal results for many family-held businesses or businesses operating in industries where the corporate is preferred or required.

The founding documents of corporations – Articles of Incorporation, Stockholders' Agreements, and bylaws – are complex, interlocking instruments that create and regulate the capital structure, governance, and finance of the business. Very important issues of who can own stock, how that stock is valued and transferred, how major corporate decisions are made, and how disputes are resolved are all determined by these documents.

This program provides a practical guide to planning and drafting the essential founding documents of corporations.

Part 1 topics include:

Practical planning and drafting founding documents
Counseling clients about the allocation of voting power and distribution preferences
Framework of law – what's required, what can be modified, what's discretionary
Defining common stock characteristics – classes, voting rights
Uses of preferred stock – classes, rights, preferences
Tax issues to consider when drafting founding documents

Contributors

Eric J. Zinn

Eric J. Zinn is of counsel in the Denver office of Kutak Rock LLP. He represents clients in clients in matters involving corporate, individual and partnership taxation, state and local taxation, and corporate mergers, acquisitions and finance. He is a frequent lecturer on topics including the proper choice of legal entity for the operation of a business enterprise, drafting operating agreements for limited liability companies, international taxation, partnership taxation, and like-kind exchanges.

Eric is an Adjunct Professor at the University of Colorado-Denver Business School and at the University of Colorado School of Law in Boulder. He is the author of "Colorado Limited Liability Company Forms and Practice Manual," published by Data Trace Publishing.

Before entering private practice Eric served as a judicial clerk to the U.S. Tax Court.

Eric earned his B.A. from the University of the South, J.D. and LL.M. in taxation from the University of Florida College of Law, and M.S. in finance, M.S. in information systems, and M.B.A. from the University of Colorado-Denver.

Click here for more information about Eric.

Thank you

Description

Contributors

Eric J. Zinn