Tag: startups

Business legal services in Silicon Valley

Why Might a Business Incorporate in Delaware Instead of California?

Classified Board of Directors

business formation

Many of the largest public companies in the world are incorporated in Delaware. California business owners ask me whether they should incorporate in Delaware when choosing a state of incorporation for a business about to go public. This post will examine some of the key differences between incorporation and corporate governance laws in California and Delaware.

Under Delaware law, corporations are permitted to have a classified board of directors, with each class having a term of longer than one year. Whereas, a non-public California corporation requires annual election of its board of directors.

Cumulative Voting for Directors

Delaware law permits cumulative voting for directors, so long as this provision is included in the company’s certificate of incorporation and/or its bylaws. California law is more expansive with respect to cumulative voting. By default, cumulative voting is available to shareholder elections of directors and it need not be specified in the articles of incorporation or bylaws. Cumulative voting is considered a statutory right for shareholders of non-publicly traded corporations, unless specifically excluded in the company’s articles of incorporation and/or its bylaws.

The Right of Stockholders to Call Special Meetings of Stockholders

Stockholders are only permitted to call special meetings if the company’s certificate of incorporation or bylaws authorizes it under Delaware law. In California, on the other hand, not only may a special meeting of shareholders be called by the holders of 10% or more of the voting stock of the corporation, but this right may not be waived by the shareholders in the company’s certificate of incorporation or bylaws.

Insulation of Directors

California permits unlimited monetary liability for directors upon a finding of breach of fiduciary duty. Delaware law provides a complete shield to directors from monetary liability for breach of fiduciary duty except in circumstances in which a stockholder can demonstrate a breach of the duty of loyalty, a failure to act in good faith, intentional misconduct, or a knowing violation of law, among other violations.

Predictability Surrounding Corporate Outcomes

In Delaware, both the legislature and the courts work in concert to act quickly and effectively to meet changing business needs. Corporation law in Delaware is one of the most extensive and well-defined bodies of corporate law in the United States. The Delaware Court of Chancery is renowned for its sole focus on business and corporate law, no backlog, and a knowledgeable bench in resolving complex corporate issues. 

If you are starting a business in California, or own an existing business in the East Bay Area including Fremont, Newark, Hayward, East Bay Milpitas, Union City, San Leandro, Gilroy, San Jose, or Santa Clara and you are seeking to explore incorporating in California or Delaware, you will need to ensure that the right steps are taken for incorporation. Seek legal advice and counsel from a knowledgeable California business lawyer today, call us at 510-794-9290.

board of directors, business entity, business incorporation, startups, stockholders

Business legal services in Silicon Valley

Legal Guidance in Business Startups May Lead to Future Profits

On behalf of The Law Office of Lynnette Ariathurai, A Professional Corporation posted in Business Formation & Planning on Friday, January 22, 2016.

Starting up a new business in California is an exciting time for any entrepreneur. It is not uncommon for excitement about potential success to prevent new business owners from considering the legal aspects of a business startup. One of the first decisions to make involves the type of business entity that will be formed. Will it be a sole proprietorship or a partnership? There are advantages and disadvantages presented by both.

Choosing a business partner is a process that requires careful consideration. It has been suggested that disputes between business partners are one of the most regularly cited reasons for new businesses to fall apart. A partner in a well-known and successful consumer company said business partners must be able to work together on multiple levels of business, and mutual trust is vital. He also said he would not recommend starting a business with someone who you would not trust to access your bank account.

In any successful business partnership, there will be the need to have someone to consult when legal issues arise. When important decisions have to be made that will not only impact on the new business but also on the business’s long-term success, the advice and guidance of an experienced business law attorney can be beneficial. A lawyer who is prepared to become familiar with the business and its operations can provide valuable input in any circumstances.

A California attorney can provide guidance and support for the idea of a business startup and all the choices that need to be made early in the process through the ultimate decisions concerning the corporate form that will be best for the company. Along with other legal matters, a lawyer will explain responsibilities regarding personal liability and other factors. such as tax considerations. Knowing that the legal side of the business is properly covered by an experienced attorney can leave a sole proprietor or business partners to look after the daily operations that will provide the profits.

Source: entrepreneur.com, “Before Starting a Company With a Partner, Ask Yourself This Question“, Laura Entis, Jan. 20, 2016

Business Formation & Planning, business partners, business planning, startups

Business legal services in Silicon Valley

Innovative Services Need Adequate Business Planning in California

On behalf of The Law Office of Lynnette Ariathurai, A Professional Corporation posted in Business Formation & Planning on Friday, February 15, 2013.

When starting a business, it is important to consider all of the legal implications of doing business within the specified industry. Rules and regulations tend to differ for each industry and each type of business. Three new ride-sharing businesses found out how important this part of business planning is when the California Public Utilities Commission (CPUC) sent them cease-and-desist orders. The CPUC was concerned that these companies were not adhering to the same standards as similar services such as taxis.

Two of the companies which received cease-and-desist letters were Lyft and Uber. The CPUC claimed that companies such as Lyft and Uber were not adhering to regulations on taxis and similar services, which the CPUC calls ‘charter-party carriers.’ However, the ride-sharing companies argued that their services do not utilize the same business model as taxi companies and other similar businesses. They claim that the rules regulating charter-party carriers do not apply to ride-sharing services.

The dispute caused CPUC to fine several ride-sharing companies a total of $20,000 in citations. However, the CPUC had agreed to suspend the citations until rules and regulations for these types of services could be finalized. While new rules and regulations are being developed, the ride-sharing services have been allowed to operate under an interim agreement with the CPUC.

Ride-sharing services are not the only types of businesses which may be subject to regulations from authorities in California. Many of the more innovative businesses, such as these, may find themselves in a gray area of the law which has yet to be developed. This means that these types of businesses will require even more careful business planning in order to minimize fines and citations.

Source: The Verge, “Ride-sharing startup Lyft reaches agreement with California regulators, readies Los Angeles launch,” Bryan Bishop, Jan. 30, 2013

Business Formation & Planning, Cease and Desist, software companies, startups, tech startups

Business legal services in Silicon Valley

Startups See Opportunity Across California

On behalf of The Law Office of Lynnette Ariathurai, A Professional Corporation posted in Business Formation & Planning on Thursday, July 26, 2012.

Until recently, the startup word was dominated by those who resided in the San Francisco area. With companies such as Google and Facebook originating in the Northern California Bay area, it was no mystery why many entrepreneurs looked to that area as the place to commence their business planning for their own startup company. However, recently many entrepreneurs have begun to spring their business ideas in a totally different venue — the sunny beaches of the greater Los Angeles area.

The appeal of the Southern California area is simple for many startups. The location offers cheaper rent, better weather and miles of sunny beaches that draw in a diverse range of individuals. As a result of this appeal, a majority of the startups in the area are within two blocks of the beach, creating a vast network of individuals looking to become the next startup success story.

The growing popularity has caught the eyes of many Northern California-based companies including search engine giant Google. Recently Google purchased a popular Venice building in an effort to capture the momentum of the growing Southern California technology market. Google has stated that their movement into the area is to turn the nation’s second largest city into “a veritable tech center.”

There are an abundance of dreams that are being constructed in the minds of many tech-oriented entrepreneurs in California. It is becoming more evident than ever before that both the business planning and execution of that plan can occur in the booming Southern California area. With the appeal of Los Angeles and the growing number of like-minded people striving for success within that geographical locale, the dream can finally be a reality for more than just a select few.

Source: Delaware Online, “Life’s a beach for tech hotbed,” Jefferson Graham, July 22, 2012

Business Formation & Planning, business location, Business Startup, getting started, startups

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