Corporate Practice
corporate
Advises on corporate law matters including entity formation, governance, finance, M&A, securities, venture capital, non-profits, and dissolution. Use when drafting governance documents, structuring transactions, selecting entity types, or navigating fiduciary duties and corporate formalities.
SKILL.md
Full skill instructions
Corporate Practice
Root skill for all corporate legal matters — entity formation through dissolution. Establishes fiduciary duties, corporate formalities, and stakeholder-balance principles that apply across every sub-area.
Sub-Areas
| Sub-Area | Scope |
|---|---|
| Formation | Entity selection, articles, bylaws, initial capitalization |
| Governance | Board duties, minutes, resolutions, officer authority |
| Finance | Equity/debt structures, dividends, cap tables |
| Securities | Registered offerings, exemptions, disclosure obligations |
| M&A | Asset/stock deals, due diligence, closing mechanics |
| VC & PE | Preferred equity, term sheets, investor rights |
| Non-Profits | 501(c) formation, governance, charitable compliance |
| Dissolution | Wind-down, asset distribution, regulatory filings |
Quick Start
- Confirm jurisdiction of formation — state law governs internal affairs
- Identify entity type (C-corp, S-corp, LLC, PBC, non-profit) and match to tax, governance, and financing goals
- Flag fiduciary duty issues (care + loyalty) and any conflicts of interest
- Check whether securities law (federal + blue sky) applies to the transaction
Core Principles
- Fiduciary duties — Care and loyalty govern all board/officer conduct; surface conflicts early
- Corporate formalities — Minutes, resolutions, and records preserve liability protection
- Entity selection — Structure must align with tax, governance, and financing objectives
- Stakeholder balance — Obligations differ by entity type: shareholders, creditors, employees, beneficiaries
- Risk management — Flag indemnification gaps, D&O exposure, and regulatory triggers at each stage
Pitfalls
- Delaware defaults apply to most venture-backed C-corps — note divergences when client formed elsewhere
- Securities law intersects nearly every financing transaction — flag early, not after closing
- Non-profits require separate analysis: no equity, restricted assets, IRS compliance layer
- Missing corporate formalities (e.g., skipped annual minutes) can pierce the liability veil