Corporate Compliance and Governance Blog

Xu Hong Bin, et al. v. Heckmann Corp., et al., C.A. No. 4637-CC, Chandler, C. (Del. Ch. Oct. 26, 2009). The Court granted the plaintiffs’ motion to dismiss defendants’ counter-claims based on breach of contract and conversion as failing to state a claim, but denied the dismissal of defendant’s breach of fiduciary duty counter-claim. The Court found that there were disputed issues of fact as to whether a contract between the parties which plaintiff claimed contained a release of the fiduciary duty claim, was enforceable.

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Almost every child has dreams of visiting one of the most magical places earth. This was true for 8-year-old Daniela Earnest of Tulare, California, who was hoping her business would help raise enough money for a trip to Disneyland.

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The number of annual business permits issued by Prince William County, VA has remained steady this past year despite the poor economy. From July 2008 through June 2009 the county issued 1839 new business permits mostly in the areas of retail, construction, and other contractor related businesses. The county has been streamlining its permitting process in recent months in order to promote business development and boost tax revenue.

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The Canyon Lake, CA City Council will meet this week to discuss possible changes to the current business license ordinance. The council is looking into extending the business license requirements to businesses that until now did not need to apply for one.
To get answers regarding current city, state or federal business licenses and permits requirements contact Corporation Service Company at 800.927.9800 ext. 5077 or visit https://www.cscglobal.com

Even though the city of Whittier, California could legally collect a business license tax from real estate agents, it never has. In fact, the City Council has just voted to suspend collecting that tax due to the bad economic climate, not wishing to drive away local realtors. This decision was reached even though collecting the tax could have meant garnering as much as $65,000.

Are you up to date with your business licenses? Corporation Service Company (CSC) can help ensure that you are. Contact a CSC customer service representative at 800.927.9800 ext. 5077 or visit www.cscglobal.com for more information.

In Ashland and Medford, Oregon, new applications for business licenses have declined the last three years. A decline was expected for Jackson County as a whole, but seeing the two largest cities experience a shortfall in applications worries officials.

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The Town Council in Cedaredge, CO adopted a new ordinance that will exempt individuals 19 years and younger from having to apply for a business license.
Corporation Service Company (CSC) business license services ensures that companies and individuals keep current with their business licenses requirements.
For more information please visit the CSC website https://www.cscglobal.com or call our Customer Service at 800.927.9800 ext. 5077.

The City of Los Angeles has collected almost $3 million in business license taxes from delinquent business owners in the past four months. The city has also targeted an additional 126 business that owe a combined $107 million in delinquent taxes and posted those business on the city's website. Los Angeles Controller Wendy Greuel says that the program to collect back taxes is crucial because the city has been forced to reduce the number of services it provides due to the poor economy.

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Olson v. Halvorsen, et al., C.A. No. 1884-VCL, Lamb, V.C. (Del. Ch. May 13, 2009).
Plaintiff was the founder of a successful hedge fund and claimed he was entitled to payment for his equity interest upon having his association with the fund terminated. During trial, it was established that the parties had entered into an oral agreement providing that a departing member would only be entitled to accrued compensation and the balance of his capital account. The Court of Chancery held that the oral agreement was never superseded by another agreement and any subsequent writings only refined the agreement. As such, the Plaintiff was not entitled to any further payment beyond accrued compensation and his capital account.

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As part of good corporate governance practices, companies should ensure that board minutes are readily accessible. Paper minutes can be lost, destroyed, or rendered unreadable over time. As a result, more and more companies are choosing to scan their minute books and keep them in electronic format so that they can be accessible from any location and maintained as long as needed in perfect form.

For an affordable price, we will scan, upload, and index your minute books. You can view and access your minute books online by entity, date, or document name. With full disaster recovery, you can be sure that your critical corporate documents are safe with us.

Email us or call us at 800.927.9801 Ext. 3678 to learn more or start today.

With more than just minute books, CSC offers an integrated Entity Management platform and can reduce your compliance costs with our Annual Report Filing and Business License services.

Lyondell Chemical Company, et al. v. Ryan, No. 401, 2008, Berger, J. (Del. March 25, 2009). This shareholder derivative action challenged a merger transaction where the directors negotiated the deal in less than a week, only met for seven hours to discuss the transaction, did not press the buyer for a better price and did not conduct even a limited market check. The Court of Chancery “decided that ‘unexplained inaction’ permit[ted] a reasonable inference that the directors may have consciously disregarded their fiduciary duties.” The Supreme Court held otherwise and reversed and remanded, noting that, although there was a triable issue as to whether the directors exercised due care, the corporate charter exculpated the directors from duty of care violations. The relevant inquiry should have been directed at the director’s duty of loyalty and, although a director could violate its duty of loyalty by intentionally disregarding that duty, the record mandated a decision on summary judgment in the directors’ favor because they did not knowingly and completely fail to undertake their responsibilities.

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CSC Virtual Boardroom helps corporate secretaries manage board meeting preparation.

Tracking down your directors in order to deliver time-sensitive information critical for efficient and compliant board meetings can be a daunting task. With CSC® Virtual Boardroom, our electronic boardroom solution, you can eliminate the time and cost of distributing paper copies of documents needed for corporate board meetings, while ensuring that your materials are distributed in a secure and timely manner.

CSC Virtual Boardroom empowers corporate secretaries with an effective
compilation tool to prepare and post all board related events and documents in a web-based platform. Secondly, board participants can view these documents in a secure 24/7 environment.

This boardroom solution is integrated with the CSC entity management system to ensure your boardroom and committee composition is updated as your corporate structure changes ensuring a more effective workflow, communication and decision-making.

Email us or call us at 800.927.9801 Ext. 3678 to learn more about Virtual Boardroom.