Thursday, June 21, 2018

Board Counseling

. Confidential Board Self-Evaluation


.  Evaluate D&O

 to ask questions and raise concerns about the D&O coverage and the risks of liability that are of greatest concern for the company and its officers and directors


.  Risk aversion

. Confidence Shaken in Management or In-house counsel 

. Conflicts

. Preparing for litigation

. Preparing for transactions*

Typically, an independent committee of the board is formed to consider corporate decisions to sell assets or businesses or otherwise restructure the company if any Board member has an ongoing interest in the transaction. These independent committees are formed on an ad hoc basis. Key decisions can be made by members of the board who are disinterested in the transaction and therefore require independent financial and legal advice.



The Yocca Law Firm provides extensive expertise on governance issues and regularly advises boards of directors and executives on corporate governance and related matters. Whether your company is a multinational publicly held company or small business, The Yocca Law Firm understands the complexities of corporation laws and federal and state securities laws and regulations and can assist your officers and directors in making decisions in a way which complies with the law.  Our background includes the listing rules for companies that trade on the NYSE, NASDAQ, AMEX, OTCBB, or on the pink sheets, and we advise on Sarbanes-Oxley compliance and Dodd-Frank compliance.

• Change-of-control duties and procedures

• Charters, ethics policies, and "best practices" of boards and committees

• Composition and operation of boards of directors

• Composition and operation of committees, including audit, compensation, governance, and nominating committees.

• Disclosure and transparency requirements

• Executive compensation

• Fiduciary duties of directors involving transactions, financings, equity offerings, and other matters occurring outside the ordinary course of business

• Interests of other stakeholders

• Internal and External auditors

• Issues regarding the preparation of financial statements

• Rights and equitable treatment of shareholders

• Role and responsibilities of the board

• Special committees in corporate transactions involving insiders and affiliates

• Special investigations


Our compensation and benefits services cover all of the relevant state law, tax, ERISA, corporate, SEC, and accounting issues of each matter of concern to our clients. We work with corporations in virtually every sector of the economy. 

The firm represent you with state and federal regulatory agencies, including the California Department of Corporations, the U.S. Department of Labor (DOL), the Securities and Exchange Commission (SEC), and the Internal Revenue Service (IRS).

We assist our public company clients with corporate governance, reasonable compensation, Sarbanes-Oxley compliance, proxy disclosure and M&A issues, 1933/1934 Act compliance, Section 16 compliance, insider trading and 10b5-1 plans, Section 162(m) deduction limits, Section 280G, stock option repricings, global stock plans, and accounting issues. We also assist with nonqualified deferred compensation arrangements in compliance with 409A of the Code. 


Business succession planning is planning for the orderly transfer of the management and the ownership of a business to new managers and new owners to avoid a liquidation of the business as well as unnecessary taxes and other expenses, and in a manner that carries out the family’s nontax objectives. The business owner planning to transfer the business to the next generation is confronted with many issues, including whether the owner should sell the business during the owner’s lifetime, whether the business should be continued after the owner’s death, who will control the business after the owner’s death, who will own the business after the owner’s death, and who will manage the business after the owner retires or dies.

The owner of a closely held business will have many of the following objectives: retaining control of the business, retaining income to continue the lifestyle of the owner and owner’s spouse, satisfying estate-planning objectives, providing for the continuity of the business, concern for employees of the entity and for the community in which the business is located, reducing transfer and income taxes and administration expenses, and providing for liquidity, including the payment of estate taxes.

There are a number of options available to the owner, including a sale of assets, a sale of stock, a sale to an Employee Stock Ownership Plan (ESOP), a sale to employees, a sale to children, and a tax free acquisition. All of these involve many tax and nontax issues. The failure to develop or implement a plan could lead to the liquidation of the business, including bankruptcy, resulting in the loss of intangible value, including good will and going concern value.

The Business Succession Planning Team at The Yocca Law Firm is uniquely qualified to assist the closely held business owner in developing a business succession plan that will successfully carry out his or her tax and nontax objectives.