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Legal Guidance for Business Formation and Transactions

Legal Guidance for Business Formation and Transactions

Corporate Law Services from The Law Offices of Mario Saroldi

When you form a corporation, the documents you file with the state determine how your business is governed, who holds authority to make decisions, and how liability is allocated among shareholders and directors. A poorly drafted operating agreement or articles of incorporation can create disputes over control, expose owners to personal liability, or complicate future financing. Corporate law ensures that your business structure matches your operational needs and protects stakeholders when ownership or management changes.

The Law Offices of Mario Saroldi represents corporations, investors, lenders, and regulators in transactions including mergers and acquisitions, corporate disclosures, financings, initial public offerings, and other business dealings. The firm advises on the formation, management, and governance of companies, ensuring legal accountability and promoting ethical corporate practices. Whether you are forming a new entity, raising capital, or navigating a business dispute, the firm provides counsel on the legal framework that governs your operations.

If you need guidance on corporate structure, transactions, or compliance, contact The Law Offices of Mario Saroldi to review your business needs and build a foundation that supports long-term growth.

How Corporate Transactions Are Structured

The attorney drafts or reviews corporate documents such as articles of incorporation, bylaws, shareholder agreements, and board resolutions to ensure they comply with state law and reflect the governance structure you need. If you are raising capital, the attorney prepares subscription agreements, stock purchase agreements, and disclosure documents that meet securities regulations. If you are acquiring or merging with another company, the attorney conducts due diligence, negotiates terms, and prepares closing documents that allocate risk and define post-transaction responsibilities.

After the transaction closes, you receive executed agreements, filed formation documents, and updated corporate records that reflect the new ownership or capital structure. If the transaction involved a stock issuance, you receive stock certificates and a cap table that tracks each shareholder's equity stake. If the transaction involved debt financing, you receive loan agreements, security instruments, and compliance schedules that govern repayment and covenants.

The attorney also advises on ongoing corporate governance, including board meeting requirements, officer duties, conflict of interest policies, and fiduciary obligations. Corporate law covers a wide range of issues, and the firm provides counsel on contract disputes, regulatory compliance, and transactions that affect the structure and control of the business.

Most Business Owners Have Questions Before Filing

Corporate structure and transaction terms affect taxes, liability, and control, so it helps to understand your options before you sign documents or file with the state.

What is the difference between a corporation and a limited liability company?

A corporation issues stock, holds annual meetings, and follows formal governance rules set by the board of directors. A limited liability company is managed by members or managers under an operating agreement and offers more flexibility in structure and taxation.


What does due diligence involve in a merger or acquisition?

Due diligence involves reviewing the target company's financial records, contracts, liabilities, intellectual property, regulatory compliance, and litigation history to identify risks and confirm the value of the transaction. The attorney prepares a due diligence report that informs the negotiation and purchase agreement.


When is a shareholder agreement necessary?

A shareholder agreement is necessary when you have multiple owners and want to define how decisions are made, how ownership can be transferred, and what happens if a shareholder dies, becomes disabled, or wants to sell their shares. It prevents disputes and provides a clear exit process.


How does a board resolution authorize a corporate action?

A board resolution is a formal document that records a vote by the board of directors approving a specific action, such as issuing stock, entering a contract, or appointing an officer. It provides legal evidence that the action was authorized and protects the corporation from claims of ultra vires acts.


What fiduciary duties do corporate officers owe to shareholders?

Corporate officers owe a duty of care to act with reasonable diligence and a duty of loyalty to act in the best interest of the corporation and its shareholders. They must avoid conflicts of interest, disclose material information, and not use their position for personal gain at the expense of the corporation.


Corporate law governs everything from formation documents to multi-million dollar transactions, and each decision affects your liability, taxes, and control. Contact The Law Offices of Mario Saroldi to review your business structure and move forward with the legal framework you need.

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