- Delegation of authority from the board of directors to corporate officers.
- Corporate approval of the actions taken, such as approval of transactions with third parties.
- Satisfying the business judgment rule and offering documentation to support directors’ duty of care by indicating the information that was presented to the directors and that they discussed the matters fully.
- the date, location and start time of the meeting;
- the type of meeting (regularly scheduled or special or executive session);
- whether the meeting is in person or telephonic;
- a preliminary list of directors expected to be present at the meeting;
- whether a quorum of directors is to be present;
- the name of the person serving as secretary of meeting;
- approval of the minutes of the previous meeting; and
- the matters to be discussed or approved at the meeting.
- approving or ratifying major contracts;
- transferring or assigning personal obligations to the corporation;
- electing officers;
- electing directors;
- hiring key employees;
- approving or ratifying significant loans or other indebtedness; and
- qualifying the corporation to do business in other jurisdictions;
- updating any organizational changes in the management or ownership of the business, including:
- principal business office;
- new business offices;
- officers; and
- Forgetting to take attendance and making sure that a quorum is present
- Inaccurate or incomplete record of corporate decisions
- Failing to record executive sessions
Judy Yen is an associate in Carbon Law Group’s Los Angeles office. She joined our firm in 2019 and her practice focuses on representing emerging companies in intellectual property and business transactional matters.
Born and raised in Taiwan, Judy is a native speaker of Mandarin Chinese. She has used her international legal experience, language, and bicultural skills to represent businesses and investors from the Greater China region in cross-border business expansion plans and execution in investing in the United States. Prior to joining Carbon Law Group, Judy worked for Paul Hastings LLP in their Shanghai office, where she gained valuable experience in international corporate law, including working on two IPO projects.
Judy is admitted to practice law in California. She graduated from Loyola Law School, Los Angeles in May 2019. In law school, Judy was a member of the Fashion Law Clinic, Transactional Negotiation Team and Entertainment Moot Court. She received her bachelor’s degree in Political Science and Accounting from the University of California, Los Angeles.
Judy grew up in a family of artists and entrepreneurs who had fostered her passion for art and business. She is an avid foodie who loves to both explore cool restaurants and try new recipes at home. She also likes oil painting, swimming, and hiking.