Best Corporate Governance Lawyers in White Plains

About Corporate Governance Law in White Plains, United States

Corporate governance refers to the system of rules, practices, and processes by which a company is directed and controlled. In White Plains, corporate governance is governed primarily by New York State corporate law, federal law where applicable, and the companys own charter and bylaws. White Plains is located in Westchester County, New York, so businesses operating there must comply with New York Business Corporation Law or New York Not-For-Profit Corporation Law depending on the entity type, as well as applicable federal statutes and regulations for public companies or those engaged in regulated industries.

Local courts and administrative offices in Westchester County and the City of White Plains may become involved in disputes, filings, business licensing and property matters. Many corporate governance issues - such as director and officer duties, shareholder rights, mergers and dissolutions - are resolved under state law and through state courts, including the New York State Supreme Court for Westchester County when equitable relief is sought.

Why You May Need a Lawyer

Corporate governance issues can be technical, time-sensitive, and carry significant legal and financial risks. You may need a lawyer in White Plains for one or more of the following common situations:

- Formation and choice of entity: Advising whether to form a New York corporation, limited liability company, or use another jurisdiction such as Delaware, with an emphasis on governance implications.

- Drafting and updating governing documents: Preparing or amending articles of incorporation, bylaws, operating agreements, shareholder agreements, and board resolutions to reflect current business needs.

- Director and officer duties and conflicts of interest: Counseling directors and officers on fiduciary duties - including duty of care and duty of loyalty - and managing potential conflicts.

- Shareholder disputes and voting contests: Representing the company or shareholders in disputes over meeting procedures, voting rights, dividends, and control contests.

- Mergers, acquisitions and asset sales: Structuring transactions, negotiating transaction documents, and ensuring corporate approvals and disclosures comply with state and federal law.

- Compliance and regulatory issues: Advising on compliance with securities laws, disclosure obligations for public companies, and state filing requirements.

- Derivative suits and litigation: Defending the company or initiating derivative actions on behalf of the corporation when directors breach duties or commit waste.

- Dissolution and wind-up: Guiding formal dissolution, creditor notices, and distribution of remaining assets in compliance with New York law.

- Board governance and policy development: Helping establish committee charters, codes of conduct, insider trading policies, and compliance programs.

Local Laws Overview

Corporate governance in White Plains is shaped primarily by New York State law and by the corporations own governing documents. Key local and state aspects to consider include the following.

- New York Business Corporation Law and Not-For-Profit Corporation Law - These statutes set out rules on formation, director and officer powers and responsibilities, shareholder meetings and voting, mergers and dissolutions, and statutory inspection and enforcement rights.

- Venue and courts - Corporate governance disputes involving companies incorporated in New York are typically heard in New York State courts. For cases seeking equitable relief or addressing fiduciary duties, the New York State Supreme Court in the relevant county - such as Westchester County for companies operating in White Plains - often has jurisdiction.

- County and city filings - While corporate formation and charter filings are handled by the New York Department of State, certain local filings are handled at the county or city level. For example, assumed name filings, some business certificates and local permits or licenses may be required through the Westchester County Clerk or the City of White Plains.

- Local procurement and contract rules - If a company bids for municipal contracts or engages with the City of White Plains or Westchester County, there may be procurement rules, local disclosure requirements, and ethics rules to follow.

- Employment and tax considerations - Employment laws such as wage and hour rules, and state tax obligations are governed at the state level, but local business taxes, property tax issues and local compliance obligations can affect governance decisions and should be checked with local authorities.

- Federal overlay - Public companies or companies that engage in interstate securities transactions must also comply with federal securities laws, SEC rules, and listing standards for national exchanges where applicable.

Frequently Asked Questions

What are the basic duties of directors and officers in New York?

Directors and officers owe fiduciary duties to the corporation and its shareholders. The two main duties are the duty of care - acting with the care that a reasonably prudent person would use - and the duty of loyalty - placing the corporations interests above personal interests. New York courts generally apply the business judgment rule, which gives deference to directors decisions made in good faith, on an informed basis, and without conflicts.

Do I need to follow corporate formalities if my business is small or closely held?

Yes. Observing corporate formalities - such as holding regular board and shareholder meetings, keeping minutes, maintaining separate financial records, and complying with bylaws - helps preserve limited liability protection. Failure to follow formalities can increase the risk that a court will pierce the corporate veil when owners treat the corporation as an alter ego.

How do I change bylaws or amend the articles of incorporation in New York?

Bylaws are typically amended by the board or shareholders in accordance with the procedures set out in the bylaws and applicable law. Amendments to the articles of incorporation generally require board approval followed by shareholder approval and a filing with the New York Department of State. An attorney can help ensure that proper approvals are obtained and filings are correctly prepared.

What should I do if shareholders are in a dispute over control?

Start by reviewing the governing documents and any shareholder agreements for dispute resolution procedures, voting provisions, and buy-sell terms. Consider negotiation or mediation to avoid costly litigation. If litigation is necessary, remedies may include injunctive relief, dissolution, or enforcement of shareholder agreements. Legal counsel can advise on strategy and statutory remedies available under New York law.

Can a shareholder inspect corporate records in New York?

Yes. New York law generally allows shareholders to inspect certain corporate records for a proper purpose, such as investigating mismanagement. The request should be specific and in writing. If access is wrongfully denied, shareholders may petition the court for an order compelling inspection.

What is a derivative suit and when can it be filed?

A derivative suit is brought by a shareholder on behalf of the corporation to enforce a right the corporation itself has failed to protect, often against directors or officers for breaches of duty. New York courts require plaintiffs to make demand on the board to act unless doing so would be futile. Procedural rules and standing requirements are technical, so timely legal advice is important.

How does choice of incorporation state affect governance?

The state of incorporation determines the statutory rules that govern internal corporate affairs. New York corporations follow New York law, while many companies choose Delaware for its well-developed corporate law and specialized Chancery Court. Choice of incorporation can affect fiduciary standards, merger procedures, litigation forum and predictability of outcomes.

What are common governance documents I should have?

Common documents include articles of incorporation, bylaws or operating agreement, shareholder or investor agreements, board committee charters, conflict of interest policies, confidentiality and insider trading policies, and records of board and shareholder meetings. Tailored documentation is important for investor protections and dispute prevention.

Are there special rules for nonprofit boards in New York?

Yes. Not-for-profit corporations in New York are subject to the Not-For-Profit Corporation Law, which includes governance rules specific to charitable organizations, such as requirements for donor-restricted funds, charitable solicitation reporting, and oversight by the New York State Attorney General and the Charities Bureau. Nonprofit boards also have fiduciary obligations and must maintain appropriate governance policies.

How do I choose a corporate governance lawyer in White Plains?

Look for an attorney or firm with experience in corporate governance, familiarity with New York corporate law, and knowledge of local courts and administrative practices. Consider credentials, client references, fee structure, and whether the firm handles transactions, litigation, or both. An initial consultation can help you assess fit and approach.

Additional Resources

When seeking guidance on corporate governance in White Plains, the following organizations and offices are commonly helpful:

- New York Department of State - Division of Corporations - handles corporate filings and registrations under New York law.

- Westchester County Clerk - for county-level document filings and assumed name registrations where applicable.

- City of White Plains - municipal business permits, local licensing questions and local procurement rules.

- New York State Attorney Generals Office - Charities Bureau - for oversight of charitable and nonprofit organizations.

- New York State Supreme Court - Westchester County - for litigation and equitable relief in corporate disputes.

- U.S. Securities and Exchange Commission - for federal securities rules applicable to public companies.

- Westchester County Bar Association and New York State Bar Association - Business Law Section - for referrals to attorneys who specialize in corporate governance.

- Professional resources such as legal treatises and law school centers that publish summaries of New York corporate law can also provide useful background information.

Next Steps

If you need legal assistance with a corporate governance matter in White Plains, consider the following practical steps:

- Identify the issue and gather documents - Assemble your articles of incorporation, bylaws or operating agreement, shareholder agreements, board minutes, financial statements and any correspondence relevant to the matter.

- Determine urgency and remedies sought - Decide whether you need immediate injunctive relief, negotiation, a transaction, or ongoing governance advice.

- Find a qualified attorney - Look for lawyers with experience in New York corporate law and with handling similar issues. Use bar association referral services and ask for references and fee estimates.

- Prepare for the initial consultation - Create a concise summary of the facts, list your goals, and have documents organized. Be ready to discuss timelines, potential costs, and preferred outcomes.

- Consider alternatives to litigation - Mediation, arbitration, or negotiated settlements can preserve relationships and reduce costs in many governance disputes.

- Understand fees and engagement terms - Before hiring counsel, confirm billing arrangements, retainers, and the scope of representation in a written engagement letter.

- Comply with ongoing obligations - While the matter is being resolved, continue to observe corporate formalities and statutory filing obligations to protect your companys legal position.

If you are unsure where to start, scheduling a short consultation with a local attorney who specializes in corporate governance will help you understand options, risks and next steps specific to White Plains and New York law.