The Business Counselor Blog™

Preincorporation Agreements

Preincorporation agreements can be invaluable tools in focusing the principals of a new business on the hard decision that need to be made about governance of the new business and the roles that all of the key personnel will be playing in the operation and success of the venture.  These types of agreements include various contracts entered into by incorporators, promoters, subscribers and the principals (e.g., executive officers and directors) regarding the future organization of a corporation.  The agreements establish the ground rules for the organization, capitalization, and management of the proposed corporation.  This report provides an overview of the issues that should be considered by counsel and clients and also includes a sample of an agreement to incorporate as a Subschapter S ("pass-through taxation") corporation.  Westlaw subscribers interested in further information should review the materials in Chapter 5 of Business Transactions Solutions authored by Alan Gutterman.

2010 Tax Act Brings Important Estate Planning Changes

While much of the debate and interest regarding taxes at the end of 2010 focused on income taxes the legislation that was ultimately passed by Congress and signed by the President included important changes to the federal estate, gift and generation skipping transfer tax regimes as detailed in the first Business Counselor Blog report for the new year.

Transitions: The General Counsel LLC

I'm pleased to announce that I have joined The General Counsel, LLC and will be assisting that firm in creating and distributing educational materials and in developing the market for the firm's services in Northern California. TGC is a new breed of legal services firm that understands the high cost and opportunity lost with traditional law firms has gotten out of hand--especially for fast-growth and mid-sized companies. The firm's value-based services make it possible for clients to enjoy all the advantages of having an experienced in-house counsel as part of their management team, working onsite on retainer, while slashing legal costs.  Please see the press release and visit the firm's website at www.thegeneralcounsel.net.

I'll be taking a break next week and will resume posting on January 5th of 2009.  For the next few months Iwill be posting bi-weekly.  Best wishes to all of you for the holidays and let's keep a good thought for the new year we are approaching.