Corporate Compliance and Governance Blog http://www.corporatecomplianceandgovernanceblog.com/ Published by Corporation Service Company en Copyright 2009 Mon, 02 Nov 2009 13:46:50 -0500 http://www.sixapart.com/movabletype/?v=3.33 http://blogs.law.harvard.edu/tech/rss Recent Corporate and Alternative Entity Decisions from the Delaware Courts 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.

]]> http://www.corporatecomplianceandgovernanceblog.com/2009/11/recent_corporate_and_alternative_entity_decisions_from_the_delaware_courts_.html http://www.corporatecomplianceandgovernanceblog.com/2009/11/recent_corporate_and_alternative_entity_decisions_from_the_delaware_courts_.html Delaware Law Mon, 02 Nov 2009 13:46:50 -0500 Girl’s Business Run out of Town 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.

]]> http://www.corporatecomplianceandgovernanceblog.com/2009/08/girls_business_run_out_of_town_.html http://www.corporatecomplianceandgovernanceblog.com/2009/08/girls_business_run_out_of_town_.html Business Licenses Wed, 05 Aug 2009 16:07:37 -0500 Business License Number Steady in Prince William County, VA 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.

]]> http://www.corporatecomplianceandgovernanceblog.com/2009/08/business_license_number_steady_in_prince_william_county_va.html http://www.corporatecomplianceandgovernanceblog.com/2009/08/business_license_number_steady_in_prince_william_county_va.html Business Licenses Tue, 04 Aug 2009 12:01:52 -0500 Possible Changes to the Current Business License Ordinance in Canyon Lake, CA 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

]]> http://www.corporatecomplianceandgovernanceblog.com/2009/08/possible_changes_to_the_curren.html http://www.corporatecomplianceandgovernanceblog.com/2009/08/possible_changes_to_the_curren.html Business Licenses Mon, 03 Aug 2009 12:20:30 -0500 Saved From Taxes 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.

]]> http://www.corporatecomplianceandgovernanceblog.com/2009/07/saved_from_taxes_1.html http://www.corporatecomplianceandgovernanceblog.com/2009/07/saved_from_taxes_1.html Business Licenses Fri, 31 Jul 2009 13:04:00 -0500 Business Licenses Decline in Ashland, Medford 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.

]]> http://www.corporatecomplianceandgovernanceblog.com/2009/07/business_licenses_decline_in_ashland_medford.html http://www.corporatecomplianceandgovernanceblog.com/2009/07/business_licenses_decline_in_ashland_medford.html Business Licenses Thu, 30 Jul 2009 14:52:22 -0500 New Ordinance in Cedaredge, CO 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.

]]> http://www.corporatecomplianceandgovernanceblog.com/2009/07/new_ordinance_in_cedaredge_co_1.html http://www.corporatecomplianceandgovernanceblog.com/2009/07/new_ordinance_in_cedaredge_co_1.html Business Licenses Wed, 29 Jul 2009 16:36:50 -0500 LA Cracks Down on Delinquent Business License Taxes 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.

]]> http://www.corporatecomplianceandgovernanceblog.com/2009/07/la_cracks_down_on_delinquent_business_license_taxes.html http://www.corporatecomplianceandgovernanceblog.com/2009/07/la_cracks_down_on_delinquent_business_license_taxes.html Business Licenses Tue, 28 Jul 2009 12:10:52 -0500 Recent Corporate and Alternative Entity Decisions 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.

]]> http://www.corporatecomplianceandgovernanceblog.com/2009/06/recent_corporate_and_alternative_entity_decisions.html http://www.corporatecomplianceandgovernanceblog.com/2009/06/recent_corporate_and_alternative_entity_decisions.html Delaware Law Fri, 26 Jun 2009 08:27:41 -0500 CSC Minute Book Service 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.

]]> http://www.corporatecomplianceandgovernanceblog.com/2009/05/csc_minute_book_service_1.html http://www.corporatecomplianceandgovernanceblog.com/2009/05/csc_minute_book_service_1.html Compliance & Governance Mon, 11 May 2009 10:03:43 -0500 Alternative Entity Decisions from the Delaware Courts 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.

]]> http://www.corporatecomplianceandgovernanceblog.com/2009/04/alternative_entity_decisions_f_1.html http://www.corporatecomplianceandgovernanceblog.com/2009/04/alternative_entity_decisions_f_1.html Delaware Law Tue, 21 Apr 2009 13:46:30 -0500 CSC Virtual Boardroom 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.

]]> http://www.corporatecomplianceandgovernanceblog.com/2009/04/csc_virtual_boardroom_1.html http://www.corporatecomplianceandgovernanceblog.com/2009/04/csc_virtual_boardroom_1.html Compliance & Governance Tue, 07 Apr 2009 11:00:00 -0500 Going Green - How Legal Departments Can Save Time, Money, and the Environment Celebrate Earth Day (April 22) with CSC by attending a free Web seminar that will highlight ways for your company to reduce its environmental impact while reducing cost at the same time.

Using her firm's Legally Green initiative as a case study, special guest Carolyn Kaplan, Counsel and Chief Sustainability Officer for Nixon Peabody LLP, will present.
Ms. Kaplan will explore case studies of legal departments “going green” and highlight sustainability guidelines that have been developed by the American Bar Association (ABA) and various state bar associations.

Bettina L. Riveros, an Attorney and Director of Product Development for CSC, will also present.
Ms. Riveros will discuss the innovative ways companies can cut costs by managing their litigation and service of process, legal invoices, deals, transactional orders, and entity information - all while eliminating or greatly reducing paper usage.

Register today for this free seminar.

]]> http://www.corporatecomplianceandgovernanceblog.com/2009/03/going_green_how_legal_departme.html http://www.corporatecomplianceandgovernanceblog.com/2009/03/going_green_how_legal_departme.html Compliance & Governance Tue, 31 Mar 2009 11:00:00 -0500 Recent Corporate and Alternative Entity Decisions from the Delaware Courts Banet, et al. v. Fonds de Régulation et de Controle Café Cacao, et al., C.A. No.3742-CC, Chandler, C. (Del. Ch. Feb. 18, 2009).

Plaintiffs moved for summary judgment on their request for appointment of a receiver for the New York Chocolate and Confections Company, Inc. (NYCCC). The Court of Chancery denied the motion, holding that the Plaintiffs failed to prove that NYCCC was insolvent because NYCCC maintained a positive assets-to-liabilities ratio and was backed by an Ivory Coast government agency that practically guaranteed forthcoming financial support. As such, appointment of a receiver was denied because NYCCC did not face an “imminent threat of great loss”.

Continue reading "Recent Corporate and Alternative Entity Decisions from the Delaware Courts" »

]]> http://www.corporatecomplianceandgovernanceblog.com/2009/03/recent_corporate_and_alternative_entity_decisions_from_the_delaware_courts_.html http://www.corporatecomplianceandgovernanceblog.com/2009/03/recent_corporate_and_alternative_entity_decisions_from_the_delaware_courts_.html Delaware Law Thu, 26 Mar 2009 09:51:22 -0500 Florida E-File – Due on or before May 1, 2009 E-file your Florida Annual Report Today

Florida Entities must file their 2008 annual reports electronically on or before May 1, 2009. CSC offers an enhanced Florida E-Filing system to our Registered Agent customers:

* File reports and pay taxes for your Corporations, LPs, LLCs, and Not-for-Profits
* Access FL entity information already on file with CSC
* Prepare and file multiple annual reports simultaneously
* Pay using any one of our 4 easy payment options – electronic check (ACH), credit card,
check, or wire transfer

Start today by logging into www.cscglobal.com and selecting the Florida E-Filing link, or call 866.869.9385 for more information.

]]> http://www.corporatecomplianceandgovernanceblog.com/2009/03/florida_efile_due_on_or_before.html http://www.corporatecomplianceandgovernanceblog.com/2009/03/florida_efile_due_on_or_before.html Compliance & Governance Mon, 23 Mar 2009 10:30:00 -0500