Corporate Governance
Ownership, authority, and agreements for the decisions a business needs to make.
Corporate Governance
Ownership, authority, and agreements for the decisions a business needs to make.
Corporate Governance
Ownership, authority, and agreements for the decisions a business needs to make.
The expansion is ready. The owners aren’t.
One owner wants a second location. Another wants a distribution. A third has stopped working in the business but still expects a vote.
Those positions can coexist for years, until a decision forces them into the same room. We work through the decision rights, financial interests, and exit terms while you still have choices. The documents should reflect the business you are running and the people responsible for it.
The expansion is ready. The owners aren’t.
One owner wants a second location. Another wants a distribution. A third has stopped working in the business but still expects a vote.
Those positions can coexist for years, until a decision forces them into the same room. We work through the decision rights, financial interests, and exit terms while you still have choices. The documents should reflect the business you are running and the people responsible for it.
The expansion is ready. The owners aren’t.
One owner wants a second location. Another wants a distribution. A third has stopped working in the business but still expects a vote.
Those positions can coexist for years, until a decision forces them into the same room. We work through the decision rights, financial interests, and exit terms while you still have choices. The documents should reflect the business you are running and the people responsible for it.
Put the important decisions in writing.
Put the important decisions in writing.
Put the important decisions in writing.
Set out voting rights, information rights, distributions, transfer restrictions, and the terms for admitting or removing an owner. Make the relationship between ownership and management clear.
Set out voting rights, information rights, distributions, transfer restrictions, and the terms for admitting or removing an owner. Make the relationship between ownership and management clear.
Set out voting rights, information rights, distributions, transfer restrictions, and the terms for admitting or removing an owner. Make the relationship between ownership and management clear.
Define what directors, managers, officers, and owners can approve. Prepare resolutions, consents, and records for the decisions within the engagement.
Define what directors, managers, officers, and owners can approve. Prepare resolutions, consents, and records for the decisions within the engagement.
Define what directors, managers, officers, and owners can approve. Prepare resolutions, consents, and records for the decisions within the engagement.
Review proposed issuances, transfers, repurchases, and ownership records together. A new percentage needs to fit the existing agreements and approvals.
Review proposed issuances, transfers, repurchases, and ownership records together. A new percentage needs to fit the existing agreements and approvals.
Review proposed issuances, transfers, repurchases, and ownership records together. A new percentage needs to fit the existing agreements and approvals.
Work through valuation, payment terms, continuing responsibilities, and the treatment of an owner who leaves employment but keeps an ownership interest.
Work through valuation, payment terms, continuing responsibilities, and the treatment of an owner who leaves employment but keeps an ownership interest.
Work through valuation, payment terms, continuing responsibilities, and the treatment of an owner who leaves employment but keeps an ownership interest.
Decide how unresolved votes escalate, when a buyout may be appropriate, and who can act during a transition. Coordinate those choices with the owner’s personal planning.
Decide how unresolved votes escalate, when a buyout may be appropriate, and who can act during a transition. Coordinate those choices with the owner’s personal planning.
Decide how unresolved votes escalate, when a buyout may be appropriate, and who can act during a transition. Coordinate those choices with the owner’s personal planning.
Compare the written rules with how decisions are actually being made. Identify missing approvals, inconsistent records, or provisions that no longer fit.
Compare the written rules with how decisions are actually being made. Identify missing approvals, inconsistent records, or provisions that no longer fit.
Compare the written rules with how decisions are actually being made. Identify missing approvals, inconsistent records, or provisions that no longer fit.
See the decision before choosing the document.
We start with the people, the ownership records, and the decision in front of you. Who needs to agree? Who will carry out the decision? What happens if the proposed arrangement is tested?
Depending on the agreed scope, the work can produce:
Revised bylaws, an operating agreement, or a shareholder agreement.
A decision-authority summary for recurring and major actions.
Board or owner approvals for a defined transaction.
Buy-sell, transfer, or repurchase documents.
A prioritized list of records and arrangements to bring into line.
You should be able to use the result in the next board meeting, ownership discussion, or financing. We explain the choices behind the language so the agreement can guide a decision when views differ.
See the decision before choosing the document.
We start with the people, the ownership records, and the decision in front of you. Who needs to agree? Who will carry out the decision? What happens if the proposed arrangement is tested?
Depending on the agreed scope, the work can produce:
Revised bylaws, an operating agreement, or a shareholder agreement.
A decision-authority summary for recurring and major actions.
Board or owner approvals for a defined transaction.
Buy-sell, transfer, or repurchase documents.
A prioritized list of records and arrangements to bring into line.
You should be able to use the result in the next board meeting, ownership discussion, or financing. We explain the choices behind the language so the agreement can guide a decision when views differ.
See the decision before choosing the document.
We start with the people, the ownership records, and the decision in front of you. Who needs to agree? Who will carry out the decision? What happens if the proposed arrangement is tested?
Depending on the agreed scope, the work can produce:
Revised bylaws, an operating agreement, or a shareholder agreement.
A decision-authority summary for recurring and major actions.
Board or owner approvals for a defined transaction.
Buy-sell, transfer, or repurchase documents.
A prioritized list of records and arrangements to bring into line.
You should be able to use the result in the next board meeting, ownership discussion, or financing. We explain the choices behind the language so the agreement can guide a decision when views differ.
Related practices
Related practices
Related practices
FAQ
FAQ
FAQ
We need to read the entity’s governing documents and the law that applies. For California corporations, board authority and shareholder approval rights are distinct, subject to statutory and document-specific qualifications. A share percentage alone does not answer every question. California Corporations Code section 300
Yes. A new owner, financing, planned departure, or leadership change is a useful moment to review the arrangements. We can focus on the decision ahead or agree on a broader governance review.
Tell us who is involved and whether anyone has made a demand or started proceedings. We assess the proposed representation and connect the governance work with Business & Ownership Disputes when needed.
Start with a short explanation of what needs to change, any deadline, and any existing disagreement. Current governing agreements, ownership records, and relevant minutes or consents are useful background.
Your introduction to Cove
Start with a conversation about what you need.
If you decide to move forward, we’ll agree on the work and its fixed fee before we begin.
Have a particular matter in mind? Tell us about it.
Share what you’re working through or working toward.
Send relevant documents ahead of time so we can come prepared.
Your introduction to Cove
Start with a conversation about what you need.
If you decide to move forward, we’ll agree on the work and its fixed fee before we begin.
Have a particular matter in mind? Tell us about it.
Share what you’re working through or working toward.
Send relevant documents ahead of time so we can come prepared.
Your introduction to Cove
Start with a conversation about what you need.
If you decide to move forward, we’ll agree on the work and its fixed fee before we begin.
Have a particular matter in mind? Tell us about it.
Share what you’re working through or working toward.
Send relevant documents ahead of time so we can come prepared.