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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 32 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 32 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 Webinar

Applications have not yet been submitted for Delaware, Idaho, Kentucky, 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.

  • AK CLE 1.25
     
  • Alaska attorneys may receive 1.25 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
     
  • AL CLE 1.5
     
  • This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.5 hours credit.
     
  • Arizona CLE 1.25
     
  • The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.25 hours toward your annual CLE requirement for the State Bar of Arizona.
     
  • CA MCLE 1.25
     
  • Lorman Business Center, Inc. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.25 CLE hours of participatory credit.
     
  • HI CLE 1.25
     
  • This program was approved by the Hawaii State Board of Continuing Legal Education for 1.25 CLE credit hours.
     
  • IL CLE 1.25
     
  • This course was approved for a total of 1.25 hours of MCLE Credit by the Illinois MCLE Board.
     
  • ME CLE 1.0
     
  • This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course shall receive 1.0 hours of CLE credit under M. Bar R. 12.
     
  • MO CLE 1.8
     
  • This course qualifies for self-study CLE credit in Missouri.
     
  • MT CLE 1.5
     
  • This program has been approved by the Montana Commission of Continuing Legal Education for a total of 1.5 CLE credits.
     
  • ND CLE 1.5
     
  • North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.5 hours of CLE credit.
     
  • NH MCLE 1.5
     
  • NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 90 Minutes.
     
  • NM CLE 1.4
     
  • This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.4 hours of credit.
     
  • NV CLE 1.0
     
  • This program has been approved by the Nevada Board of Continuing Legal Education for 1.0 CLE hours.
     
  • NY CLE 1.5 including Areas of Professional Practice 1.5
     
  • This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.5 credit hours in the area(s) of Areas of Professional Practice for 1.50 hours. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Business Center, Inc. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
     
  • PA CLE 1.0
     
  • This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.0 hours of substantive law, practice and procedure CLE credit.
     
  • RI CLE 1.5
     
  • This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.5 hours of CLE credit.
     
  • VT CLE 1.25
     
  • This program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.25 hours of self-study CLE 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.
     
  • WV MCLE 1.8
     
  • This program has been approved by the West Virginia State Bar MCLE Commission for 1.8 MCLE hours.
     
The CLE Code is ONLY a requirement when applying for CLE Credit in New York. Other states do not need to supply the CLE Code to apply for CLE credit.

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.

Virginia MCLE requirements do not allow approval for programs that do not include an audio or audiovisual component.

This program was previously offered as a live webinar. Virginia MCLE requirements do not allow approval for attendance at duplicate programs.

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

Audio & Reference Manual

  • AK CLE 1.5
     
  • Arizona CLE 1.5
     
  • CA MCLE 1.5
     
  • GA CLE 1.5
     
  • HI CLE 1.5
     
  • IL CLE 1.5
     
  • ME CLE 1.5
     
  • MT CLE 1.5
     
  • NJ CLE 1.8
     
  • NM CLE 1.5
     
  • NV CLE 1.5
     
  • UT CLE 1.5
     
  • VT CLE 1.5
     
  • WA CLE 1.5
     
  • WV MCLE 1.8
     
The CLE Code is ONLY a requirement when applying for CLE Credit in California (for participatory credit), Kansas, New Jersey or New York. Other states do not need to supply the CLE Code to apply for CLE credit.

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

MP3 Download

  • AK CLE 1.5
     
  • Arizona CLE 1.5
     
  • CA MCLE 1.5
     
  • HI CLE 1.5
     
  • IL CLE 1.5
     
  • ME CLE 1.5
     
  • MT CLE 1.5
     
  • NJ CLE 1.8
     
  • NM CLE 1.5
     
  • NV CLE 1.5
     
  • UT CLE 1.5
     
  • VT CLE 1.5
     
  • WA CLE 1.5
     
  • WV MCLE 1.8
     
The CLE Code is ONLY a requirement when applying for CLE Credit in California (for participatory credit), Kansas, New Jersey or New York. Other states do not need to supply the CLE Code to apply for CLE credit.

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

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More Program Information

Why Lorman?

Over 32 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 32 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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