So, you have made a decision on the form of business entity, whether it is a corporation, LLC, or even a non-stock/non-profit. Like any well-oiled machine, it is not enough to set it up, now you have to keep it in working order. Corporate compliance is what you do after forming an entity to make sure the business remains in good standing with specific state law requirements. This webinar discusses how to maintain compliance with various state law requirements, including Delaware. Notice requirements and best practices on recording meetings will be reviewed, including which communications are protected by the attorney-client privilege and which ones are not. The importance of maintaining separate business and personal assets is analyzed. By-laws are analyzed, including how action is taken, whether by proxy, consents, resolutions, voter agreements, including the impact of technology on corporate action. Corporate compliance and ethics programs are discussed, including best practices; in particular, who should be a part of the reporting structure and who should not. Also discussed is whether the compliance program should be a stand-alone program or if it should be integrated into the normal business process of a company. Part of the webinar series: CORPORATE & REGULATORY COMPLIANCE BOOT CAMP 2021 - PART 2 See more at https://www.financialpoise.com/webinars/

1. 1

2. 2
Practical and entertaining education for
attorneys, accountants, business owners and
executives, and investors.

4. Disclaimer
The material in this webinar is for informational purposes only. It should not be considered legal,
financial or other professional advice. You should consult with an attorney or other appropriate
professional to determine what may be best for your individual needs. While Financial Poise™
takes reasonable steps to ensure that information it publishes is accurate, Financial Poise™
makes no guaranty in this regard.
4

5. Meet the Faculty
MODERATOR:
Rafael Zahralddin-Aravena - Armstrong Teasdale,LLP
PANELISTS:
Ellisa Habbart - The Delaware Counsel Group, LLC
John Arrastia - Genovese Joblove & Battista
Oderah C. Nwaeze- Faegre Drinker Biddle & Reath,LLP
5

6. About This Webinar – Overview of General
Corporate Law Compliance
So, you have made a decision on the form of business entity, whether it is a corporation, LLC, or
even a non-stock/non-profit. Like any well-oiled machine, it is not enough to set it up, now you
have to keep it in working order. Corporate compliance is what you do after forming an entity to
make sure the business remains in good standing with specific state law requirements. This
webinar discusses how to maintain compliance with various state law requirements, including
Delaware. Notice requirements and best practices on recording meetings will be reviewed,
including which communications are protected by the attorney-client privilege and which ones
are not. The importance of maintaining separate business and personal assets is analyzed. By-
laws are analyzed, including how action is taken, whether by proxy, consents, resolutions, voter
agreements, including the impact of technology on corporate action. Corporate compliance and
ethics programs are discussed, including best practices; in particular, who should be a part of
the reporting structure and who should not. Also discussed is whether the compliance program
should be a stand-alone program or if it should be integrated into the normal business process
of a company.
6

7. About This Series - Corporate & Regulatory
Compliance Boot Camp - Winter/Spring Edition
This webinar series covers internal investigations related to corporate and regulatory
compliance, corporate law compliance, securities law compliance (with a focus on the
Sarbanes-Oxley Act) and executive compensation as it relates to corporate and regulatory
compliance. The various episodes examine these topics from a company’s perspective with a
focus on the impact to the company’s day-to-day and long-term operations.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and executives
without much background in these areas, yet is of primary value to attorneys, accountants, and other seasoned
professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to entertain as it
teaches. Each episode in the series is designed to be viewed independently of the other episodes so that participants will
enhance their knowledge of this area whether they attend one, some, or all episodes.
7

8. Episodes in this Series
#1: Securities Law Compliance
Premiere date: 8/11/2021
#2: Executive Compensation
Premiere date: 9/22/2021
#3: Overview of General Corporate Law Compliance
Premiere date: 10/27/2021
#4: Internal Investigations 101
Premiere date: 11/11/2021
8

9. Episode #4
Overview of General Corporate Law Compliance
9

10. State Corporate Statutory Compliance
• Two aspects of state law corporate statutory compliance:
✔ Franchise tax and annual reporting.
✔ Regulation of operation and manner of action.
• Federal Statutes like Sarbanes-Oxley directly fill in the gaps in some limited instances and
indirectly fill in by influencing best practices where there are no state statutory provisions.
10

11. State Law Requirements: Delaware
• Annual Franchise Tax
• Annual Report
• Deceptive Solicitations
11

12. Annual Franchise Tax
• Corporations
• Alternative Entities
• Non-Stock Non-Profit
• Exempt Status
12

13. Annual Franchise Tax: Corporations
• Minimum Tax
✔ Authorized Shares Method
o $75.00 for tax years before 2014
o New minimum tax is $175 beginning 2014
✔ Assumed Par Value Capital Method
o $350
• Maximum Tax is $350,000 for both methods
•
13

14. Annual Franchise Tax
• Taxpayers owing $5,000 or more must make estimated tax payments in quarterly
installments with:
✔ 40% due by June 1st;
✔ 20% by September 1st;
✔ 20% by December 1st; and
✔ The remaining 20% by March 1st.
14

15. Annual Franchise Tax Alternative Entities
• Limited Partnerships, Limited Liabilities Companies, and General Partnerships formed in the
State of Delaware are required to pay an annual tax of $250 for tax years before 2014 and
$300 effective July 1, 2014 and for tax year 2014;
• Taxes for alternative entities are due on or before June 1st of each year;
• Penalties for non-payment or late payment is $200; and
• Interest is due at a rate of 1.5% per month.
15

16. Exempt Entity
•Exempt entities that don't comply with the exempt corporation requirements owe a franchise
tax of $175.
•Non-stock entities can qualify for exempt status
16

17. Exempt Entity Qualifications
• The Delaware code allows domestic corporations to file as an exempt corporation if:
✔ Organized under the corporation laws;
✔ Not authorized to issue capital;
✔ Exempt under section 501(c)(3) of the United States revenue code for other similar or
successor IRS code provisions;
✔ Qualifies as a civic organization under § 8110(c)(1) of Title 9 or § 6840(4) of Title 16;
✔ Qualifies as a charitable/fraternal organization under § 2593(1) of Title 6;
✔ Is listed in § 8106(a) of Title 9;
✔ Is organized primarily or exclusively for religious or charitable purposes; or
✔ Is (i) organized not for profit and (ii) no part of its net earnings inures to the benefit of
any member or individual.
17

18. Annual Report
• $50 plus taxes due;
• Due no later than March 1st of each year;
• Penalty for not filing the completed annual report on or before March 1st is $125 plus
interest at 1.5% per month and applied to any unpaid tax balance;
• Notice is sent in December of each year; and
• Annual reports must be electronically filed.
• LP/LLC/GP are all exempt from filing an annual report.
• Non-Stock Non-Profits that qualify as exempt from the franchise tax must still file an annual
report.
18

19. Deceptive Solicitations
• The Delaware Secretary of State has issued warnings to Delaware entities that criminals are
sending out deceptive solicitations which appear to alert Delaware entities of pending
compliance deadlines;
• The deceptive requests for funds are disguised as compliance “fees” but are instead for
dubious payments to the soliciting company for "domestic representation.”;
• In many instances, the solicitation used the seal of the state of Delaware without
authorization, uses a fake business address, and recommends various expediting fees on top of
various other fictitious fees; and
19

20. Deceptive Solicitations
• One solicitation has requested not only should false fees be paid, but also that the annual
report should include lists of shareholders and officers, a completely fictitious requirement under
Delaware law.
•The Delaware Secretary of State warns that all Delaware registered agents are required to have
an address in Delaware, that official forms are the only ones recognized by Delaware, and the
official forms are easily verifiable as they are available at the Delaware Secretary of State
website.
20

21. Annual Meetings of Shareholders
• Annual meetings are required by:
✔ State law (where incorporated);
✔ Stock Exchange Listing standards (if listed);
✔ Corporate Charter or bylaws;
✔ Most important policy reasons for the meeting is election of Directors; and
✔ If there are no provisions for shareholder special meetings or acts by written consents
the annual meeting is the primary means by shareholders to influence corporate
governance.
21

22. State Law Requirements
• All state statutes and the Model Corporation Law address annual meetings;
• Most states require an annual meeting;
• Election of directors is required by many states at the annual meeting;
• Date, place, and time are set in corporate bylaws; and
• Some states, including Delaware, provide that failure to hold a meeting will not cause the
dissolution of the corporation or affect otherwise valid corporate actions.
22

23. Failure to Hold a Meeting
• Failure to hold an annual meeting by the date or time frame required can be addressed by
judicial intervention.
• 44 jurisdictions and the model act provide for court-ordered meetings. Model Bus. Corp.
Act Ann. § 7.03 (2008).
• Delaware law requires that if a meeting is not held by 30 days of the designated date in a
board resolution or the corporate bylaws, or 13 months since the last meeting, any shareholder
or director may seek an order from the Delaware Court of Chancery for a meeting.
• The Chancery Court can designate the meeting place, time, place, record date and form of
notice.
23

24. Stock Exchange Requirements
• NYSE requires listed corporations to hold an annual meeting each fiscal year;
• NASDAQ requires that the corporation hold an annual meeting of shareholders no later than
once a year after the end of the corporation's prior fiscal year;
• Other compliance requirements by exchanges include the type of information required to be
provided to shareholders in preparation for the meeting; and
• The federal securities laws also regulate the dissemination of information to shareholders
through the federal proxy rules.
24

25. Meeting Minutes Statutory Requirements (General)
• Outside of the context of the annual meeting, requirements are sparse;
✔ DGCL "one of the officers shall have the duty to record the proceedings of the
meetings of the stockholders and directors in a book to be kept for that purpose." 8
del. C. § 142(a).
• Corporate records, including minute books, must be convertible into paper form that are
admissible into evidence; and
• There are no requirements on how to record proceedings or the level of detail required.
25

26. Corporate Charter & Bylaw
• Charters and bylaws can dictate the frequency of regular board meetings, special meetings,
who can call these meetings, what qualifies as a meeting, and what actions can be taken in lieu
of a meeting. In an LLC, the operating agreement controls.
✔Under Delaware law written consents in lieu of a meeting by shareholders are valid unless
the certificate of incorporation either expressly prohibits consents or effectively prohibits it
by requiring unanimous consent;
✔In non-public companies written consents are seen as a means of convenience for
shareholders; and
✔In public companies written consents have been pushed by shareholder activists as a
means to give more power to shareholders to hold special meetings or act outside of
annual meetings.
26

27. Written Consents
• Shareholder consents in lieu of annual shareholder meetings have been made a focus by
shareholder activists and are permitted by Delaware law;
• According to the Harvard Law School forum on corporate governance and financial
regulation, in 2010, only about 28% of Fortune 500 and 31% of public companies permitted
shareholders to act by less than unanimous written consent;
• However, a board can't restrict consents with a bylaw provision, restrictions have to be to the
corporate charter and that requires shareholder approval; and
• Written consent proposals predominate the proxy shareholder proposals submitted by
activists according to Proxy Monitor, a website sponsored by the Manhattan Institute's center
for legal policy.
27

28. “Electronic Meetings”
• State corporate law will need to be consulted to clear up whether meetings can be held
"electronically" and the limits and definition of that method of holding a meeting.
✔ Delaware companies are allowed to broadcast their meetings to remote locations and
hold their annual meetings entirely electronically without a physical location.
✔ Section 211(a)(1) of the DGCL allows boards of directors of Delaware companies to
hold an annual meeting solely by means of remote communication.
28

29. Limited Liability Companies
• The LLC act does not require annual meetings of members or managers;
• Best practices are that the LLC have an annual meeting and keep record of that meeting;
and
• Even in a sole member LLC, minutes should be taken of all major decisions, i.e. admission
of new members, disposition of assets, taking on new debt, or acquiring assets.
29

30. Meeting Minutes Statutory Requirements (General
for Listed Companies)
• The Securities Exchange Act of 1934, as amended (the "Exchange Act"), also adds record-
keeping requirements for reporting companies: Issuers shall "make and keep books, records,
and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the issuer." Exchange Act Section 13(b)(2)(A).
• Reasonable detail in this context means "such level of detail and degree of assurance as
would satisfy prudent officials in the conduct of their own affairs." Exchange Act Section
13(b)(7).
• "[N]o person shall knowingly circumvent or knowingly fail to implement a system of internal
accounting controls or knowingly falsify any book, record, or account" as described
above. Exchange Act Section 13(b)(5).
• No further guidance on what needs to be in minutes.
30

31. Meeting Best Practices
• There is no required order of business, but a well organized agenda facilitates a successful
meeting;
• Clear and understandable conduct rules are also important;
• Robert's Rules are not required and most advisors do not recommend using them, but
having clear rules of engagement prepared instead;
✔ Flexibility for the chairperson to make changes as the situation requires during the
meeting;
✔ Limits on numbers of questions asked and the time periods for discussion by
shareholders; and
✔ Preparation of detailed scripts to address a variety of situations.
31

32. Meeting Best Practices
• For a meeting to be legitimate:
✔Determine a quorum is present;
✔Determine vote required to approve matters at the meeting;
✔Make corporate records and shareholder lists available; and
✔Have procedures for tabulating votes both by proxy and in person at the meeting.
32

33. Who, What, and Why of Minutes
• The corporate secretary usually prepares the meeting minutes;
• Minutes are not required to make corporate action valid but help make the record
complete;
• Clears up confusion over actions later;
• Depending on the meeting, the minutes should be accompanied by appropriate documents
relevant to the meeting;
• For example, annual meeting minutes should include:
✔ Election inspector reports;
✔ Voting results; and
✔ List of shareholders and record date.
33

34. Meeting Minute Contents
• Time, place and date of meeting;
• Compliance with notice requirements (evidence of notice and waiver);
• Quorum compliance;
• Name of person presiding and person acting as secretary of the meeting; and
• Those in attendance (when participants enter and leave meeting).
34

35. Meeting Minute Contents
• General description of agenda items:
✔ General discussions regarding agenda items, especially corporate actions (motions and
votes). Descriptions should note substance, but do not require detail. Record of
individual votes not required. Recusals should be noted and abstentions. Parties can
request dissent to be noted.
✔ Note any evidence of corporate decision makers exercising duty of care, including
reliance on the input of professionals and any recommendations and reports from
professionals or any standing or special committees.
✔ Privileged discussions can be noted, but the detail cannot be, as minutes are
discoverable.
35

36. Sarbanes-Oxley Influence on State Law Corporate
Compliance
• Except for provisions concerning document destruction and whistleblower protection, the
governance provisions required by the Sarbanes-Oxley Act apply only to public companies.
• Despite the limited application of SOX, it has significantly affected corporate compliance
beyond public companies, as many are voluntarily incorporating Sarbanes-Oxley principles
into their own governance structures.
36

37. SOX Compliance and Private Companies
• Best practices:
✔ Establishes better defenses against litigation;
✔ Facilitates raising capital;
✔ Makes the company a better acquisition target; and
✔ Helps make a company attractive for an IPO.
37

38. SOX Compliance and Private Companies
• External auditors have applied certain SOX controls to private companies.
✔ Example: requiring a CEO/CFO to attest to accuracy of financial statements.
✔ Presence of an audit committee.
✔ Independent directors
✔ Audit committees
✔ Internal accounting controls
✔ Financial transparency and the MD&A
✔ Higher accountability for independence of auditors
✔ Code of business conduct and ethics
✔ Insider transactions
38

39. Compliance, Legal Department, or Standalone
Function?
• The traditional discussion has been whether the General Counsel should address all
compliance or whether compliance should be a stand-alone function, the job of a chief ethics
and compliance officer or CECO.
• Studies by the association of corporate counsel in 2009 reported that a majority of the
companies surveyed either assigned the compliance duties to the GC or to a CECO.
• Recent studies report that compliance is spread throughout the organization in different
functions of the entity.
39

40. Conflicts Inherent in Legal vs. Compliance
• TENET/WELLCARE/PFIZER
• Two high profile cases, (Tenet/Wellcare) in which the dual role General Counsel and Chief
Compliance Officer created a conflict identified by regulators:
✔ Both involved health care fraud;
✔ Both involved the irreconcilable conflict of the GC's duty to defend the company and
the CECO's duty to ensure compliance; and
✔ Both resulted in the segregation of both functions after regulators highlighted that
combining the roles into one party allowed the fraud to occur.
40

41. Conflicts Inherent in Combining Legal and
Compliance Functions
• TENET/WELLCARE/PFIZER
• Pfizer in 2009 as part of a $2.3B settlement with the Department of Justice and the Office of
Inspector General of the Department of Health and Human Services signed a corporate integrity
agreement that separated the functions in order to:
• "Eliminate conflicts of interest, and prevent Pfizer's in-house lawyers from reviewing or
editing reports required by the [ethics and compliance] agreement." -Chief Counsel for OIG,
Lewis Morris
41

42. Compliance, Legal Department, or Standalone
Function?
• Federal Sentencing Guidelines state that:
✔ "High-level personnel of the organization shall ensure that the organization has an
effective compliance and ethics program, as described in this guideline. Specific
individual(s) within high-level personnel shall be assigned overall responsibility for the
compliance and ethics program.“
✔ United States Sentencing Guidelines Manual §8B2.1.
42

43. Compliance, Legal Department, or Standalone
Function?
• Federal Sentencing Guidelines further state that:
✔ Specific individual(s) within the organization shall be delegated day-to-day operational
responsibility for the compliance and ethics program. Individual(s) with operational
responsibility shall report periodically to high-level personnel and, as appropriate, to the
governing authority, or an appropriate subgroup of the governing authority, on the
effectiveness of the compliance and ethics program. To carry out such operational
responsibility, such individual(s) shall be given adequate resources, appropriate authority,
and direct access to the governing authority or an appropriate subgroup of the governing
authority.
43

44. Critical Features of CECO Success
• Independence
• Empowerment
• Seat at the Table
• Line of Sight
• Resources
• Donna Boehme, Five Essential Features of the Chief Ethics and Compliance Officer Position,
Compliance and the Ethics Professionals (Nov./Dec. 2012).
44

45. Compliance, Legal Department, or Standalone
Function?
• The PWC State of Compliance Study 2016 surveyed 800 executives across the globe.
• The study found that:
✔ 20% of Directors had formed their own stand alone compliance/ethics committee; and
✔ 72% had dedicated business units or business area compliance officers.
45

46. Compliance, Legal Department, or Standalone
Function?
• The PWC State of Compliance Study 2016 also found that there were key owners of
compliance and ethics related risk that were spread across several functions.
46

47. Legal
• intellectual property risks -- IT (69%)
• social media risk -- Corporate Communications (41%)
• employment and labor -- HR (71%)
• safety or environmental -- Operations (26%)
• ethical sourcing (40%) and supplier compliance -- Procurement (40%, 42%)
(Percentages are of respondents that selected that department as the "owner" of the risk).
47

48. Ethics and Compliance
• Bribery or corruption 47%
• Fraud 33%
• Money laundering 38%
• Conflicts of interest 51%
• Privacy and confidentiality 38%
48

49. Other Functions
I. Procurement
Ethical sourcing 40%
Supplier compliance 42%
II. HR
Employment and labor compliance 42%
III. IT
Data security 79%
IV. Operations
Safety or environmental 26%
49

50. About the Faculty
50

51. About The Faculty
Rafael Zahralddin-Aravena – rzahralddin@atllp.com
Rafael X. Zahralddin-Aravena is a skilled business lawyer and litigator with significant experience
advising clients in corporate and commercial litigation, insolvency, distressed M&A, compliance,
corporate law and entity formation, corporate governance, commercial transactions, cyber law,
regulatory actions and cross-border issues. Rafael represents clients in all aspects of bankruptcy
and restructuring and has extensive experience in international commercial law issues, including
cross-border insolvency, federal bankruptcy court matters, and assignments for the benefits of
creditors and receiverships. Rafael’s international law experience particularly in international
commercial transactions brings a unique and nuanced approach to business issues both inside and
outside of distressed situations. He has also worked for two decades with early stage companies
and venture capitalists and private venture funds as both a transactional lawyer and a corporate
litigator. He has assisted businesses in starting, selling, or buying a business, and dealing with
employees and contracts, among other operational issues. This experience has been critical in
representation of both debtors and creditors committees in chapter 11. Rafael is noted for his
problem-solving abilities, especially with varied constituencies on official and ad hoc committees,
including trade creditors, bondholders, labor unions and other key stakeholders in insolvency
matters.
51

52. About The Faculty
Ellisa Habbart - ehabbart@decg.com
Ellisa Habbart leads The Delaware Counsel Group LLC and advises lawyers globally on the Delaware
law aspects of complex transactions. Her experience spans over 25 years and has focused on cross
border transactions since 1996. Ms. Habbart advises on issues ranging from the creation, acquisition
and financing of business entities to the operation, governance and dissolution of business entities.
Ms. Habbart is top ranked in Chambers & Partners USA Corporate/M&A: Alternative Entities-Delaware
forher “wealth of experience advising on transactional and governance issues regarding Delaware
alternative entities” and “is often sought out to handle cross-border matters”. She receives praise for her
“detailed and comprehensive knowledge of Delaware law”, her “good approach to problem solving and
good analytical mind”. Who’s Who Legal, published by Law Business Research Ltd, selected Ms.
Habbart for her work in M&A and Corporate Governance and Expert Guides: The World’s Leading
Lawyers Chosen By Their Peers, published by Legal Media Group, selected Ms. Habbart for each of
their Corporate Governance and World’s Leading Women in Business Law guides. The American Bar
Foundation has distinguished Ms. Habbart as a Fellow, a distinction limited to just 1% of practicing
lawyers in each jurisdiction.
52

53. About The Faculty
John Arrastia - jarrastia@gjb-law.com
John Arrastia, Jr. is an experienced first chair trial attorney and counselor in disputed business, commercial, and fraud cases. His litigation in
federal and state courts and arbitrations have included Fortune 500 companies, fiduciaries, government and quasi-governmental entities, as well as
smaller publicly-traded companies, privately-held businesses, and individuals in a variety of industries. These representations include his role as Special
Litigation Counsel to the Committee of Unsecured Creditors of Title III debtors in the Puerto Rico insolvency proceedings (“PROMESA”),involving the
Commonwealth of Puerto Rico, Puerto Rico Electric and Power Authority, Employees Retirement System, and the Highways and Transportation
Authority. He is also an experienced in nonadvocate roles, including commercial arbitrator and receiver. As a commercial arbitrator, he has presided over
170 contested matters. As a member of the Panel of Arbitrators of the American Arbitration Association, John has been sought out and has presided over
cases involving a wide variety of issues including contractual relationships, fraud, banking, real estate, healthcare, and other business relationships.
He has also been appointed by state and federal courts to act as a receiver over existing business operations.
John has been honored as a fellow of the Litigation Counsel of America (LCA), an invitation-only trial lawyer honorary society composed of less than one-half of one percent of U.S.
attorneys. He is rated “AV Preeminent” by Martindale Hubbell and has been repeatedly recognized as a “Best Lawyer” by “Best Lawyers in America, “Top Lawyer” by South Florida Legal
Guide, “Legal Elite” by Florida Trend, “Top Lawyers in Florida” by Legal Leaders, and “America’s Most Honored Lawyers, Top 1%”.
Throughout his career, John has also had significant involvement in diversity and inclusion in the legal profession. He has been highlighted as a “Champion of Diversity” by the Defense
Research Institute’s For the Defense magazine and selected as a fellow of the Leadership Council on Legal Diversity. He has served as a board member of the Hispanic National Bar
Foundation, and on the Executive Committee of the Hispanic National Bar Association as vice-president of external affairs, a member of the Board of Governors, and president of Region
XIII, encompassing the State of Florida. He has also been active in the Minority Corporate Counsel Association, the National Association of Minority and Women Owned Firms, and
the American Bar Association’s Minority Trial Lawyers Committee and the Committee on Ethnic and Racial Diversity in the Profession.
John is a frequent speaker and lecturer on substantive legal issues relating to litigation and arbitration. He has written numerous articles in publications for the American Bar Association,
the American Arbitration Association, such as the Dispute Resolution Journal, Commercial & Business Litigation, The Minority Trial Lawyer, and Journal of Money Laundering Control. His
service in numerous bar and professional associations includes being a Fellow of the American Bar Foundation and Life Member of the Hispanic National Bar Association.
John is a member of The Florida Bar and admitted to practice before the U.S. District Courts for the Southern, Middle and Northern Districts of Florida, and the Eleventh Circuit Court of
Appeals. He earned his master of laws from the University of Cambridge and juris doctor with honors from the University of Florida College of Law, where he was awarded Best Oral
Advocate and President of the intercollegiate, award-winning Trial Team. He holds his bachelor of arts from the University of Notre Dame. He is fluent in Spanish.
53

54. About The Faculty
Oderah Nwaeze -oderah.nwaeze@faegredrinker.com
Oderah C. Nwaeze is a first-chair trial attorney who helps clients resolve complex
corporate and commercial disputes. His practice includes matters involving
shareholder rights; actions arising under Delaware General Corporation Law and
Delaware common law; lawsuits stemming from mergers, acquisitions and other
corporate transactions; and breach of contract matters. Oderah also represents
clients in state and federal class actions involving securities laws, statutory and
common law fraud, breaches of fiduciary duty and the Fair Credit Reporting
Act. And he counsels financial institutions in consumer-related litigation, having
developed an understanding of the legal and business sensitivities of banking
clients through a secondment with TD Bank.
54

55. Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live premiere,
or if you are watching this webinar On Demand, please do not hesitate to email us at
info@financialpoise.com with any questions or comments you may have. Please include the
name of the webinar in your email and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes only. It
has been prepared primarily for attorneys and accountants for use in the pursuit of their
continuing legal education and continuing professional education.
The statements and views in this presentation are those of the presenters and not necessarily those of the
presenters’ employers.
55

56. About Financial Poise
56
Financial Poise™ has one mission: to provide reliable
plain English business, financial, and legal education to
individual investors, entrepreneurs, business owners
and executives.
Visit us at www.financialpoise.com
Our free weekly newsletter, Financial Poise
Weekly, updates you on new articles published
on our website and Upcoming Webinars you
may be interested in.
To join our email list, please visit:
https://www.financialpoise.com/subscribe/