Corporate Governance
Lex Ultima designs governance architecture for benefit corporations to empower them to create superior value for all their stakeholders.

Generally, benefit corporations are identical to traditional corporations except for public benefit related provisions contained in their charter documents.  We help draft such charter provisions and other customized governance architecture for corporations at all stages of development. We also ensure that the requisite board and stockholder approvals are obtained and that the charters are properly filed.

The legal work to become a benefit corporation is relatively straightforward for startups, and closely-held and early-stage corporations because such corporations tend to have a few mission-aligned stockholders who are unlikely to elect statutory dissenters’ rights.  The legal work for private corporations with significant numbers of stockholders may be more complex because it often involves the preparation of an information statement for stockholders who may elect statutory dissenters’ rights. The legal work for public corporations is even more complex because the requisite stockholder approval involves the preparation of materials for inclusion in a corporation’s proxy statement.

We work independently and are often retained as special counsel to assist or support a corporation’s regular corporate law firm and general counsel with benefit corporation related work.

Corporate Law
We have extensive experience advising public and private corporations at all stages of their development. Although our focus is on designing custom governance architecture for benefit corporations and other post-shareholder primacy entities, we advise a select number of clients on matters of corporate law. Such clients include major law firms for whom we serve as special counsel in conflict of interest and similar situations, corporations seeking strategic advice on mergers, acquisitions, financings and succession planning, or West Marin based businesses.