Consultants To Global Business      P: 415.377.2986
 






"A “Business Counselor”, Jan Raymond utilizes his 30 years of experience from running his own operation to guiding executive board colleagues, and provides his clients with sound advice in dealing with the intricacies of general business and shipping industry regulations."

Jay Bellin
President
Andrews Air Corporation

NewsLetters:

Your Name:

Email:

Case Studies - Corporate Governance

The Problem

Client A was a corporation with only one shareholder, one Director and one Officer. They were not in compliance with their bylaws and did not have any records of Shareholder or Board of Directors actions.

Raymond International Actions

We reviewed the corporate formation documents (articles of incorporation and bylaws) and compared them to the way in which the corporation was conducting its activities. We advised the client to add at least two more Directors and one more Officer. We amended the bylaws to comport with the way in which the company operated. We assisted the client in sourcing additional Directors and developed a Director compensation system that was cost-efficient. We documented Shareholder and Board of Directors actions for the corporate records of the company.

Result

The client created a governance structure that would maximize its legal protections against liability claims. It created a Director and Officer structure that improved day-to-day authorization analysis and cost controls.

 

 


 

The Problem

Client B was an international logistics company. It was concerned that the U.S. regulators might hold it liable for the actions of its foreign subsidiaries in violation of U.S. law.

Raymond International Actions

We prepared a list of the key U.S. laws that the foreign subsidiaries might run afoul of. We prepared an internal policy for the client detailing the applicable laws and the applicable prohibited actions. We created a questionnaire and certification document that was distributed to the Managing Directors of each foreign subsidiary confirming their knowledge and understanding of the laws and their prohibitions and certifying that they were in compliance (or advised what violations they were aware of).

Result

The Client educated and instructed its foreign subsidiaries on prohibited conduct and created an annual certification database that could be used, if necessary, to defend and/or mitigate any potential claims by government regulators thereby proactively preventing fines, penalties and other liabilities.