Las Vegas Business Attorneys & Lawyers

Why Incorporate in Delaware?

More than half a million businesses, including half of all American publicly traded companies, nearly two-thirds of Fortune 500 companies, and most technology startups have incorporated in Delaware.

Companies often consider whether to incorporate in Delaware or Nevada, but highlighted below, you will find various reasons why the U.S. Chamber Institute for Legal Reform has called Delaware the best legal climate for corporations in America for 10 years straight and why incorporating in Delaware may or may not be the right move for you.

Potential Advantages of Incorporating in Delaware:

1. Venture Capital Firms and Angels prefer Startups incorporated in Delaware

   • Venture capital firms typically require startups to be a Delaware corporatio

...

Poison Pill: What Is It?

A poison pill is a defense tactic companies use to deter or prevent hostile takeovers. These "shareholders rights plans" often threaten to dilute the price of stock enough to give the target company time to find alternative bids. It creates a cost that the purchasing company will have to pay after they've taken over. It also dilutes the value of the acquiring company's stock, to make taking over less appealing.

One company tries to wage a hostile takeover of another company by buying a large percentage of those shares. The company being taken over is called the target. The company or wealthy individual trying to take over is often called a corporate raider. The term poison pill does not refer to the target company harming their own interests. Instead, they're harming the corporate raider's interests.

Typically, corporate raiders try to increase a company's stock price when they acquire t

...

What Are Tag Along Rights?

Tag along rights or "co-sale rights" are legal agreements that guarantee minority stakeholders the right to sell their shares in the company at the same time and under the same conditions as the majority stakeholder. These rights are often used when companies are founded and capitalized because it protects investors and encourages them to buy the company's stock at an early stage. This is especially true for most angel investors, who won't even think of joining unless there are tag along rights.

Why Are Tag Along Rights Important?

Tag along rights protect minority stakeholders by giving them a certain amount of control over their own investments. If a principal stakeholder of the company liquidates its share, smaller investors won't get a bad deal. In simple words: If Investor A is selling their interest in the company, Investor B gets to sell their interest on the same terms and conditions.

...

What Is a Delaware LLC?

A Delaware LLC, or limited liability company, is a type of business entity created by filing the Certificate of Formation with the Delaware Secretary of State. It creates a legal existence separate from its owners. Owners and managers are not personally liable for any of the company's debts.

A contract drafted by the company's members called the Operating Agreement outlines the structure of a Delaware LLC and the rules that govern the members, or owners, of the LLC. The Operating Agreement is legally binding and enforceable by every person that signs it. The members are free to organize the company however they see fit. The can create their own terms for governing, operating, and overseeing their LLC.

The first Delaware LLC was formed on October 1, 1993, when the Delaware Limited Liability Company Act first made the LLC a legitimate business entity. Right now about two-thirds of all of the

...

What is Capital Stock?

Capital stock is the common stock and preferred stock that a company is allowed to issue according to its corporate charter. Common and Preferred stock can be separated into different classes of stock with their own features. In accounting, capital stock is one part of the equity section on a balance sheet.' Only corporations can sell capital stock to investors.

Capital stock is not necessarily equal to the number of shares that are currently outstanding. It is the maximum number of shares that can ever be outstanding. If a company wants to change this number, they have to change it on their charter. This is done with a vote. When companies do this, it is usually so that they can raise more capital.

...