Having been involved in a fair number of due diligence reviews over the course of my career, I can’t imagine there is a single due diligence checklist that doesn’t include an examination of key employment agreements. And anyone tasked with performing that assessment would certainly check to ensure those agreements include post-employment restrictions for those key employees. Having litigated employment disputes for over 20 years, however, I’ve come to the realization that going just a few steps further than what may be found on the typical diligence list can prevent a lot of headaches, distractions, and costs that so often occur post-transaction.
In September 2021, the North Carolina General Assembly passed, and Governor Roy Cooper signed into law, Session Law 2021-162 (House Bill 320), Part I of which includes amendments to the North Carolina Business Corporation Act (NCBCA) to authorize North Carolina corporations to conduct shareholders’ meetings entirely by means of remote communication without any requirement that a meeting be held in a physical “place.”[1] The practical impact of these amendments is to provide North Carolina corporations with greater flexibility in how they conduct shareholders’ meetings by better conforming the NCBCA with the Delaware General Corporation Law and the Model Business Corporation Act.
https://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.png00Businesshttps://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.pngBusiness2022-01-20 12:10:592022-01-21 15:32:37Amendments to the North Carolina Business Corporation Act Permanently Authorize Virtual-Only Shareholders’ Meetings
The North Carolina General Assembly recently approved Senate Bill 507 (the “Act”),[i] which makes a number of significant changes to the North Carolina Business Corporation Act (“NCBCA”), and the governor signed the Act into law on August 16, 2021.[ii] Certain provisions of the Act were effective immediately, and the remaining provisions of the Act became effective on October 1, 2021.
The bill resulting in the Act was drafted by the Business Corporations Committee of the Business Law Section (the “Committee”) and approved as “Association-sponsored legislation” by the NCBA Board of Governors in January 2021. The North Carolina Bar Association is grateful for the endorsement and support of the North Carolina Chamber and thankful to the bill’s primary sponsor Senator Amy Galey and Representative Destin Hall who ably shepherded the bill through the legislative process to enactment.
https://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.png00Businesshttps://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.pngBusiness2021-11-08 10:55:292022-10-24 12:49:25Recent Amendments to the North Carolina Business Corporation Act
The Corporate Transparency Act (CTA) was enacted into law on January 1, 2021, as part of the 2021 National Defense Authorization Act. The stated objectives of the CTA include the collection of certain beneficial ownership interest information from corporations, limited liability companies and similar entities “to (A) set a clear, Federal standard for incorporation practices; (B) protect vital United States national security interests; (C) protect interstate and foreign commerce; (D) better enable critical national security, intelligence and law enforcement efforts to counter money laundering, the financing of terrorism and other illicit activity; and (E) bring the United States into compliance with international anti-money laundering and countering the financing of terrorism standards.”
https://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.png00Businesshttps://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.pngBusiness2021-03-10 09:42:462021-03-10 09:42:46The Corporate Transparency Act and the Implementation of New Beneficial Ownership Reporting Requirements
In Skye Mineral Investors, LLC and Clarity Copper, LLC v. DXS Capital (U.S.) Limited et al., C.A. No. 2018-0059-JRS (Del. Ch. Feb. 24, 2020), the Delaware Court of Chancery rejected a motion to dismiss breach of fiduciary duty claims brought against two minority members of Sky Mineral Partners, LLC (“SMP”), a Delaware limited liability company, stemming from their exercise of certain veto or “blocking” rights they had under SMP’s limited liability company agreement (the “LLC Agreement”).
https://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.png00Businesshttps://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.pngBusiness2021-02-25 16:44:192021-02-25 16:44:19When Minority Blocking Rights Can Impose Fiduciary Duties on Minority Members
I want to pass along three things (two of which are related).
First: An enthusiastic word of gratitude to Ritchie Taylor, who planned and organized (and was also a presenter for) this year’s Business Law Section annual CLE program, which was held last week. Thanks to the pandemic, the program was a deviation from the norm (what isn’t these days, after all?), in that it was of course all online and consisted of a single day program, as opposed to the customary day-and-a-half affair. But the course topics were very much on point for a large percentage of our membership, and the speakers were also high caliber.
https://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.png00Businesshttps://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.pngBusiness2021-02-15 09:39:082021-02-15 09:39:08A Message from the Chair of the NCBA Business Law Section
What You Need to Know About the New Community Platform
This year, the NCBA has switched to a new online community platform. This new community platform for Sections, Divisions and Councils offers many more features than the previous system. Below is a summary of the basics and what you need to know to utilize this platform and its features.
https://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.png00Businesshttps://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.pngBusiness2020-09-28 00:18:532023-02-24 12:32:32Ketan Soni Presents “The New Community Platform”
By Ben Baldwin, Chair of the NCBA Business Law Section
Hello, fellow Business Law Section members.
I want to put out a loud and emphatic call for volunteers for two important undertakings of our section.
First, as I had mentioned in my Blog post in July, we are in the process of planning the CLE in conjunction with the section’s annual meeting in February 2021 (which will be held in a virtual/online format). We have had some good success recruiting a few members of the planning committee, but we still need more to help in that effort. Whether or not you have had any experience in planning any CLE, if you are at all inclined to give it a try, we would love to hear from you.
https://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.png00Businesshttps://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.pngBusiness2020-09-25 15:05:232020-09-25 15:25:19A Message from the Chair: Two Volunteer Opportunities
Don’t miss the early bird discounted registration fee of $255 for the 2020 Basics of Business Law CLE to be held on Friday, October 2, 2020, from 8 a.m. to 4:20 p.m.
This year’s program will be held via live webcast, giving participants the ability to participate from anywhere.
Included Sessions
Legal Entity Choice
Organizing and Operating a Corporation
It’s Just Tax
Overview of Intellectual Property Law
The Deal Hike
Basics of a Private Placement
Employment Law
Conflicts, Claims and Common Concerns for Business Law Practitioners (Ethics)
https://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.png00Businesshttps://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.pngBusiness2020-09-09 11:07:152020-09-09 11:34:592020 Basics of Business Law Early Bird Registration Discount
As many of you are aware, the Business Law Section maintains a blog that allows members of the Section, as well as other contributors, to post articles that might be relevant to the members of the Business Law Section. As we move through the early stages of the 2020-2021 bar year, I would like to encourage all members of the Section to consider contributing content to the Business Law Section blog. The Section’s blog has been very successful, and we hope to continue that success through this bar year.
I would also like to encourage members of the Business Law Section to consider serving on the board of editors for the Section blog. Members of the board of editors are responsible for generating new content and articles for the blog on a rotating basis. Serving on the board of editors is a great opportunity to provide meaningful content to fellow members of the Business Law Section and help further the success of the blog. Please reach out to me directly if you are interested in contributing content to the Business Law Section blog, or if you are interested in serving on the board of editors.
https://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.png00Businesshttps://ncbarblogprod.wpengine.com/wp-content/uploads/2018/06/Blog-Header-1-1030x530.pngBusiness2020-09-08 10:49:092020-09-08 10:49:09A Message from the Communications Chair of the NCBA Business Law Section
By 
By 
By 
By 
By 
By 
By