Nashville Real Estate Attorneys & Lawyers

Key Takeaways

• Capital stock refers to the total shares a corporation is authorized to issue, encompassing both common and preferred stock.
• It is distinct from outstanding shares, which represent what has actually been issued and purchased.
• Par value and additional paid-in capital are key accounting components used in calculating the book value of capital stock.
• Issuing capital stock helps corporations raise capital without incurring debt but may dilute ownership and control.
• Capital stock plays a role in corporate governance, ownership rights, and investor expectations, especially regarding dividends and liquidation.
• The types, rights, and issuance rules tied to capital stock are governed by a corporation’s charter and state corporate law.
• Shareholders can assert voting rights, income claims, and liquidation preferences depending on the stock class they own.

What is Capital Stock?

Capital stock

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Key Takeaways

• A cumulative dividend is a mandatory dividend on preferred shares that carries over if not paid in a given year.
• These dividends protect investors by guaranteeing eventual payout before common shareholders receive dividends.
• Companies use cumulative preferred shares to attract investors, raise funds, and maintain balance sheet flexibility.
• While attractive for investors, cumulative dividends can strain companies with future obligations if profitability declines.
• They are usually specified in the company’s prospectus or term sheet, including rate, payout conditions, and any limits.

What Are Cumulative Dividends?

If a dividend is sharin

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Key Takeaways:

• Definition and Purpose: MSAs establish foundational terms for ongoing business relationships, streamlining processes and reducing repetitive negotiations.
• Key Components:
  • Payment terms (e.g., Net30, Net60)
  • Service level agreements (SLAs)
  • Intellectual property rights
  • Confidentiality and risk allocation
• Enterprise Considerations: Monthly billing cycles and extended payment terms are often preferred by large clients for practicality.
• Legal Importance: Professional legal counsel ensures MSAs are tailored to unique business needs while protecting all parties' interests.
• Business Benefits:
  • Simplified contract administration
  • Protected intellectual property
  • Reliable cash flow and operational efficiency
• Risk Management:

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Key Takeaways

• A portfolio company is an enterprise in which a private equity or venture capital firm holds a controlling or significant equity stake.
• Portfolio companies face specific governance, contractual, and regulatory obligations that differ from independent corporations.
• Under the Corporate Transparency Act (CTA), certain portfolio companies must disclose beneficial ownership to FinCEN via the BOSS system.
• Private equity sponsors and fund managers must carefully manage conflicts of interest and fiduciary duties when serving on portfolio company boards.
• Post-investment, portfolio companies should review and align their commercial contracts, compliance policies, a

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Key Takeaways

• Safety regulations in commercial leasing require compliance with fire codes, accessibility laws (ADA), and environmental standards.
• Both landlords and tenants share duties to maintain safe premises and reduce liability risks.
• Due diligence should include inspections for fire exits, structural integrity, hazardous materials, and compliance certificates.
• Commercial leases should specify safety responsibilities, including maintenance, insurance, and emergency procedures.
• Noncompliance with safety laws can result in fines, lawsuits, or lease termination.
• A knowledgeable attorney can help negotiate

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