Corporate Governance for the Paralegal MCLE March 4, 2008 Sean P. Mahoney K&L Gates One Lincoln Street Boston, Massachusetts

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