Corporate Governance Lawyers in the USA

What are the costs and benefits of forming an accountancy corporation?

If you are in a group medical practice, you might wonder, “Can I or another doctor in this practice set up a competing practice?” “Will a non-competition agreement prevent it?” These questions are crucial both to the existing group and the physician who would set up the competing practice.

In this article I explain shareholder buy-sell agreements for physicians and medical corporations. A buy-sell agreement (also called a shareholders agreement) protects the corporation from the physician / shareholders, specifically their death, loss of license, disability, divorce and dispute.

In this article, I give you a quick overview of the major regulatory compliance areas for physicians and medical practices, namely: 1. Referral Laws -- Anti-Kickback and Stark Self-Referrals 2. Billing Medicare and Other Payers 3. HIPAA 4. Supervision of Staff 5. Test Case -- Sharing Offices with other Health Care Providers

In this article #5, I explain how you take back an employee’s stock when the bum quits or you fire him. In the previous articles #3 - Stock Option Plans and #4 - Restricted Stock Plans, I introduced stock option plans and restricted stock plans. Don’t forget article #2, Equity Plans – Stock Options and Restricted Stock. In that article I introduced ten basic concepts for all equity plans, including restricted stock plans.

In this article #4, I explain how you use restricted stock plans to reward and encourage employees. In the previous Article #3 - Stock Option Plans I introduced stock option plans. Restricted stock plans work best for a small, select number of employees. These people are high level management; they are not rank-and-file employees. Think of restricted stock plans as one-off deals for individual employees.

In this article #3, I explain how you use stock option plans to reward and encourage employees. In the prior article, Equity Plans – Stock Options and Restricted Stock I introduced ten basic concepts for all equity plans, whether stock option plans or restricted stock plans. You should understand the prior article before moving on to this article.

Cumulative Voting. Under CA Corporations Code §708, CA requires cumulative voting for the election of directors. To invoke cumulative voting, one or more shareholders must give notice prior to the meeting of the intention to vote cumulatively. Any candidate for whom shares are to be voted cumulatively must have been placed in nomination prior to the voting.

The purpose of this Memorandum is to discuss certain procedures and operations relevant to a newly-formed California corporation. The summaries below are not a complete analysis of the areas discussed, rather they are provided to give a basic understanding of the legal requirements which California corporation should follow.

Last week the U.S. Securities and Exchange Commission (the “SEC”) amended its rules to exclude the value of a person’s home from net worth calculations used to determine whether such individual qualifies as an “accredited investor”. The amendment is not “new law” but rather simply conforms the SEC rules with the Reform and Consumer Protection Act (the “Dodd-Frank Act”) which already became law on July 21, 2010.