Corporate governance --Trivia

[dmz123]

Law gurus,

I have some basic Qs, hope someone can clarify quickly.

Lets say a small startup is incorporated and pretty much
a one-person handling all.

In this case, as this person will be the board of director,

a) Does it impact if some shares are issued to part-time
workers, when conducting board meetings [pretty much one-man show by the founder so far?]. In other words,
can this person (founder) can continue to conduct board meetings by himself? I guess there are two flavors to this i) only common shares issued to others b) preferred share holders included

can someone point to the right lit.

b) What is needed in order to issue common shares (from authorized pool)?

c) What is a typical "number" of shares (common) that are
issued for advisory board?

Thanks in advance

[akula]

gr8 questions
i'm a non practicing lawyer, and I "majored" in corporate governance at law school..so i probly field ur query

a) i don't understand the question. generally speaking, without citing the local legislation, sole director/shareholder companies are not required to hold AGMs and EGMs as a prerequisite for passing resolutions (in Australia, s249B Corporations Act)...so legally, you don't need to have "meetings"..and from a business perspective, it's stupid to offer equity to "part-time workers"

b) A company resolution...this can be a voluntary thing, or something that directors are forced to do by the company constitution...such as in the case of poison pill provisions

c) Well..in my limited experience..2-3%..it depends on the contractual relationship the company has with the advisory board member...essentially, the adviser is acting as a consult, the contract stipulates the value of their advice, and subsequently they are remunerated for the advice by way of securities...so it just depends on how much advisory work they actually do...anyways, here's what another investor has to say about the matter (the figures are slightly different).

for a good run down on company law see this document:
http://dannynerezov.googlepages.com/...s-186pages.zip

[dmz123]

gr8 questions
i'm a non practicing lawyer, and I "majored" in corporate governance at law school..so i probly field ur query

a) i don't understand the question. generally speaking, without citing the local legislation, sole director/shareholder companies are not required to hold s249B Corporations Act)...so legally, you don't need to have "meetings"..

I am in the US; what does apply?

and from a business perspective,
it's stupid to offer equity to "part-time workers"

Well I am aware of the implications; but my situation
forces me to give equity than $s [limited] helping me with
the product. When you are cash-strapped and passing thru
hoops/hurdles in raising capital what would you do?


Thanks again.