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CORPORATE

LAW UPDATE
PAGE 1 of 5
OCTOBER 2015

LEGAL CHECKLIST

TOPIC

YES

NO

FOLLOW-UP
NEEDED?

YES

INTERNAL RESPONSIBLE
PERSON FOR FOLLOW-UP:

NO

Do you have an updated, certified copy of


the Companys Certificate of
Incorporation/Organization?
Do you have current Bylaws or an updated
Operating Agreement?
Do you have stockholder/member
consents and board consents, stock
records and stock ledgers consolidated
and contained within the Companys
corporate records?
If there are multiple stockholders, do you
have a buy-sell agreement? Is the buy-sell
agreement funded by life insurance?
Are appropriate restrictions on the
transfer of stock in place?
If there is a buy-sell agreement in place,
is it funded sufficiently by life insurance?
Does your Company have a tickler system
to pay applicable state registrations?
Have all licenses and registrations
required for the Company to operate been
obtained and do they remain in good
standing?
Have all of the corporate taxes and payroll
taxes been filed, or extensions duly filed?
Does the company have current financial
statements?

ATLANTA AUSTIN BOSTON CHARLOTTE CHICAGO CINCINNATI CLEVELAND COLUMBUS DALLAS DETROIT
HOUSTON LOS ANGELES NAPLES NEW YORK PALO ALTO PHILADELPHIA PRINCETON SEATTLE WASHINGTON D.C.

PAGE 2 of 5

TOPIC

YES

NO

FOLLOW-UP
NEEDED?

YES

INTERNAL RESPONSIBLE
PERSON FOR FOLLOW-UP:

NO

Does the company have an employee


handbook? Is it updated annually?
Does your company have hiring,
promotion, and discipline and discharge
procedures? Is the documentation
maintained properly?
Have all employees and independent
contractors signed agreements that
contain confidentiality and non-solicitation
provisions and assign IP rights to the
Company?
Have all employees and independent
contractors signed agreements that
contain confidentiality and non-solicitation
provisions?
Have any employees signed
noncompetition agreements? For those
employees, have their roles and/or
compensation changed since they signed
such agreements.
Are personnel records kept in a manner
compliant with applicable law?
Has legal counsel reviewed your important
vendor/supplier forms and contracts? Are
there any contracts that renew
automatically unless the company or other
party terminates?
Has legal counsel reviewed your standard
customer/client forms, templates,
contracts, and invoices? Is there a
contract management system? Does the
company have fully executed copies of all
agreements to which it is a party?

ATLANTA AUSTIN BOSTON CHARLOTTE CHICAGO CINCINNATI CLEVELAND COLUMBUS DALLAS DETROIT
HOUSTON LOS ANGELES NAPLES NEW YORK PALO ALTO PHILADELPHIA PRINCETON SEATTLE WASHINGTON D.C.

PAGE 3 of 5

TOPIC

YES

NO

FOLLOW-UP
NEEDED?

YES

INTERNAL RESPONSIBLE
PERSON FOR FOLLOW-UP:

NO

Are any IP licenses contained in key


business contracts (such as a master
services agreement)?
Does your company adequately and
completely protect its trade secrets?
Does your company know all of the
agreements pursuant to which it has
granted indemnification provisions?
Did legal counsel draft or review your
companys lease?
Does your company have a tickler system
for reminders about lease renewal or
termination notice?
Have trademark registrations been
obtained for company products and
services?
Does your companys secret sauce have
any formulas or processes that should be
patented?
Has legal counsel reviewed or drafted
your trade secrets policies and
procedures?
Does your company have a plan for
protecting data and materials in a natural
disaster?
Are your companys insurance policies up
to date?
Does your company have appropriate
workplace safety procedures?

ATLANTA AUSTIN BOSTON CHARLOTTE CHICAGO CINCINNATI CLEVELAND COLUMBUS DALLAS DETROIT
HOUSTON LOS ANGELES NAPLES NEW YORK PALO ALTO PHILADELPHIA PRINCETON SEATTLE WASHINGTON D.C.

PAGE 4 of 5

TOPIC

YES

NO

FOLLOW-UP
NEEDED?

YES

INTERNAL RESPONSIBLE
PERSON FOR FOLLOW-UP:

NO

Does the company have a process in


place when it receives correspondence re:
potential litigation.
Are the companys IT systems managed
to protect the companys information and
is there sufficient access to key files
should an employee depart?

ATLANTA AUSTIN BOSTON CHARLOTTE CHICAGO CINCINNATI CLEVELAND COLUMBUS DALLAS DETROIT
HOUSTON LOS ANGELES NAPLES NEW YORK PALO ALTO PHILADELPHIA PRINCETON SEATTLE WASHINGTON D.C.

PAGE 5 of 5

If you would like additional information, please contact any of the following FisherBroyles partners:


Atlanta
Los Angeles
Carl Johnston
Steven Papkin
(404) 636-2533
(310) 415-6254
carl.johnston@fisherbroyles.com
steven.papkin@fisherbroyles.com


Chicago
Boston
Marty Robins
Peter Cahill
(847) 277-2580
(617) 475-0094
martin.robins@fisherbroyles.com
peter.cahill@fisherbroyles.com

WHAT IS FISHERBROYLES? VIRTUAL PLATFORM. REAL LAW FIRM
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the largest nationwide, full-service, cloud-based law firm in existence. How can we help your business? Visit us
at www.fisherbroyles.com.
2015 FisherBroyles LLP. These materials have been prepared for informational purposes only and are not legal
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ATLANTA AUSTIN BOSTON CHARLOTTE CHICAGO CINCINNATI CLEVELAND COLUMBUS DALLAS DETROIT
HOUSTON LOS ANGELES NAPLES NEW YORK PALO ALTO PHILADELPHIA PRINCETON SEATTLE WASHINGTON D.C.