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Fundamentals of Business Authorizations and Resolutions

Understand the importance of considering the objects of corporate authorizations and how they are to be prepared by looking at a common corporate statute which outlines the basis for corporate authorization.

Attorneys are continually working with corporations and boards of directors as well as individuals frequently encountering corporate authorizations as a regular part of their practice. Responsibility for the preparation of corporate authorizations is often delegated to junior attorneys or even to non-attorneys. The practice of preparing and obtaining corporate authorizations is part art and part law and custom. This topic will help people to understand the importance of considering the objects of corporate authorizations and how they are to be prepared by looking at a common corporate statute which outlines the basis for corporate authorization. We will examine not only from whom and how authorizations are obtained but liabilities and problems which may arise when corporate authorizations are not properly obtained, such as from interested directors or in furtherance of an end that is outside of the corporate power. This information is critical for lawyers who deal with corporate authorizations in the regular part of their practice.

Runtime: 89 minutes
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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Part I - a Brief History of the Corporation

  • Ancient Roman and Japanese Corporations
  • Medieval Corporations
  • Chartered Public Trade Corporations
  • Problems With Trading Corporations
  • The American Revolution and Corporate Sovereignty
  • Corporate Abuses and the Disfavoring of the Corporate Form
  • The First Bank of the United States
  • The Second Bank of the United States and the Necessary and Proper Clause
  • The Rise of Corporations in the 19th Century
  • Early 19th Century Corporate Laws
  • New Jersey Leads the Way; Then Delaware
  • Dodge vs. Ford

Part II - Corporate Authorizations

  • Statutory Limits
  • Corporate Character
  • The Board of Directors
  • Action by a Meeting of the Stockholders
  • Action by a Meeting of the Board
  • Action by a Meeting of a Committee
  • Action by Written Consent
  • Form of Resolutions
  • Duties of Loyalty and Care
  • Business Judgment Rule
  • Ultra Vires Acts
  • Sample Form of Resolutions for Discussion
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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Course

Applications have not yet been submitted for Delaware, Idaho, Kentucky, Maine, New Hampshire, Ohio, Oklahoma, South Carolina, and Wyoming CLE for this course. However, if you are interested in obtaining CLE for any of the listed states or have any additional credit questions please email us at [email protected] or call us at 866-352-9540.

This course was last revised on September 28, 2018.

Call 1-866-352-9540 for further credit information.

  • CA MCLE 1.25
     
  • Lorman Business Center, LLC. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.25 CLE hours of participatory credit.
     
  • NM CLE 1.4
     
  • This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.4 hours of credit.
     
  • WA CLE 1.5
     
  • This program has been approved by the Washington State Board of Continuing Legal Education for 1.5 hours of A/V credit under the Law & Legal Procedure category.
     

To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

J. Eric Wise

J. Eric Wise

Gibson, Dunn & Crutcher

  • Partner in the New York office of Gibson, Dunn & Crutcher
  • Member of Gibson Dunn’s Global Finance and Business Restructuring and Reorganization Practice Groups
  • Wrote: “The Melting Ice Cube: Diminution in Value Collateral Problems in Multi Lien Capital Structures,” published in the November 2017 (Vol 26, No. 6) issue of the Norton Journal of Bankruptcy Law and Practice; “Obtaining Adequate Protection: An Analysis Pertaining to Real Estate Projects,” published in the April 2013 (Vol. 22, No. 2) issue of the Norton Journal of Bankruptcy Law and Practice; "Restructuring Issues Concerning Real Estate Projects,” published in the March 10, 2011 issue of BNA’s Bankruptcy Law Reporter; “Reorganization Securities And Second-Lien Structures,” published by Law360 at www.law360.com on November 9, 2010; “X Clauses: Meaning and Mutations,” published on November 8, 2010 by Bloomberg Law Reports - Bankruptcy Law; “Tanking Bond Prices Spell Opportunity for Issuers,” The National Law Journal, Bankruptcy Law Section, February 16, 2009; “Second Lien Loans: A Market Matures;” The Metropolitan Corporate Counsel, April 2007; “Covenants: A Brief Guide to Survival,” The Banking Law Journal, June 2007; and “Crises in Auto Industry Raises Finance Issues;” The National Law Journal, Bankruptcy Law Section, July 11, 2005
  • Experienced in finance and restructuring transactions across industries, including health care, hospitality, real estate, telecommunications, steel, automotive, chemical, energy, transportation, telecommunications, financial institutions, and paper and forest products sectors
  • Expert in intercreditor relationships and complex debt structuring issues, and is frequently asked to advise in financial transactions involving complex intercreditor and debt structuring issues
  • Member of the bar of New York and is admitted to practice in the federal courts in the Southern District of New York
  • Involved in prominent restructuring matters such as Relativity Media, LightSquared Inc., Newland International Properties Corp (Trump Ocean Club), Solyndra LLC, and Travelport Limited
  • Can be contacted at 212-351-2620 or [email protected]
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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

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Product ID: 397862
Published 2018
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