[Audio] The Missouribar – 2020 “Founding Documents”: Drafting Articles of Incorporation & Bylaws, Part 1

Though LLCs have become a default choice of entity for many businesses, corporations – C Corps and S Corps – still produce optimal results for many family-held businesses or businesses operating in industries where the corporate is preferred or required.  The founding documents of corporations – Articles of Incorporation, Stockholders’ Agreements, and bylaws – are complex, interlocking instruments that create and regulate the capital structure, governance, and finance of the business.  Very important issues of who can own stock, how that stock is valued and transferred, how major corporate decisions are made, and how disputes are resolved are all determined by these documents. This program will provide you with a practical guide to planning and drafting the essential founding documents of corporations. 

Part 1:

• Practical planning and drafting founding documents
• Counseling clients about the allocation of voting power and distribution preferences
• Framework of law – what’s required, what can be modified, what’s discretionary
• Defining common stock characteristics – classes, voting rights
• Uses of preferred stock – classes, rights, preferences
• Tax issues to consider when drafting founding documents

Part 2:

• Instituting boards of directors – duties, restrictions, indemnification
• Approval of shareholders – major transactions, voting thresholds, procedures
• Restrictions on the transferability of stock
• Major components of corporate bylaws
• Common traps in drafting founding documents – avoiding later litigation

Note: This material qualifies for self-study credit only. Pursuant to Regulation 15.04.5, a lawyer may receive up to six hours of self-study credit in a reporting year. Self-study programs do not qualify for ethics, elimination of bias, or Kansas credit.​