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
Faculty: Eric J. Zinn, Kutak Rock LLP, Denver, CO