Corporate Governance for the ParalegalMCLEMarch 4, 2008

Sean P. MahoneyK&L GatesOne Lincoln StreetBoston, Massachusettssean.mahoney@klgates.com

Introduction

Corporate governance is a framework of the relationships and responsibilities of the participants in an organization to ensure that the organization functions at the highest possible level

This is done in part through Basic governance documents Documents for complex organizations Vital role of the paralegal

Basic Governance Documents

Corporate Charter Corporate Bylaws Operating Agreement Limited Partnership Agreement

Corporate Charter

Lays out the basic ground rules of the relationships among stockholders, the board and management

Grants of power to the board Blank check preferred stock Amend or repeal bylaws Increase or decrease the number of directors and fill

any vacancies created thereby Limitation of liability of directors and officers

Corporate Charter

Opt-in provisions of Chapter 156D Written consents of stockholders with less than

unanimous consent Simple majority to approve mergers and other

significant transactions

Corporate Bylaws

Shareholder meeting requirements Quorum Shareholder proposals Record dates Permissible forms of communication

Operating Agreement

Management Member-managed Manager-managed

Conflicts of interest/corporate opportunity Alienation of interests

Limited Partnership Agreement

Very similar governance to limited liability companies

Must have a general partner and at least one limited partner

Additional Governance Documents

Shareholder Agreements (Voting Agreements) Governance Principles Code of Business Conduct and Ethics Committee charters

Purpose Anatomy

Committee reports

Vital Role of the Paralegal

Understanding the proper forms for specific situations

Corporate records Assuring compliance with governance documents