Corporate Governance for the Paralegal
MCLE
March 4, 2008
Sean P. Mahoney
K&L Gates
One Lincoln Street
Boston, Massachusetts
sean.mahoney@klgates.com
Introduction
 Corporate governance is a framework of the
relationships and responsibilities of the participants
in an organization to ensure that the organization
functions at the highest possible level
 This is done in part through
 Basic governance documents
 Documents for complex organizations
 Vital role of the paralegal
Basic Governance Documents
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Corporate Charter
Corporate Bylaws
Operating Agreement
Limited Partnership Agreement
Corporate Charter
 Lays out the basic ground rules of the relationships
among stockholders, the board and management
 Grants of power to the board
 Blank check preferred stock
 Amend or repeal bylaws
 Increase or decrease the number of directors and fill
any vacancies created thereby
 Limitation of liability of directors and officers
Corporate Charter
 Opt-in provisions of Chapter 156D
 Written consents of stockholders with less than
unanimous consent
 Simple majority to approve mergers and other
significant transactions
Corporate Bylaws
 Shareholder meeting requirements
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Quorum
Shareholder proposals
Record dates
Permissible forms of communication
Operating Agreement
 Management
 Member-managed
 Manager-managed
 Conflicts of interest/corporate opportunity
 Alienation of interests
Limited Partnership Agreement
 Very similar governance to limited liability
companies
 Must have a general partner and at least one limited
partner
Additional Governance Documents
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Shareholder Agreements (Voting Agreements)
Governance Principles
Code of Business Conduct and Ethics
Committee charters
 Purpose
 Anatomy
 Committee reports
Vital Role of the Paralegal
 Understanding the proper forms for specific
situations
 Corporate records
 Assuring compliance with governance documents