Jeffrey C. Miller

  • Phone:650-321-0410
  • Fax:650-462-5950
    Cell Phone: 650-799-4282
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350 Cambridge Avenue, Suite 200 Palo Alto CA 94306-1573 U.S.A. View Map

Business

General Partnership Basics
Partnerships are a traditional form for doing business. General partnerships are made up of two or more persons or entities, each of which takes part in and is responsible for the management of the partnership. Other partnerships and companies may be partners in a general partnership. More...
Electronic Shareholder Meetings
Section 211(a)(2) of Delaware's General Corporation Law provides that the board of directors in its sole discretion may authorize stockholders and holders of proxies to participate in and vote at an annual meeting even if not physically present at the meeting. The stockholders and proxy holders may be considered present at the meeting whether the meeting is held at a particular place or virtually and "solely by means of remote communication" if: More...
Disclosure of a Corporate Opportunity
Generally, a corporate director breaches the duty of loyalty if she seizes a business opportunity for herself that the corporation was financially capable of undertaking or in which the corporation had a reasonable interest or expectancy. Additionally, the director's loyalty is called into question if she takes personal advantage of a business opportunity that was in line with the corporation's business. More...
The Regulation A Registration Exemption for Small Securities Offerings
Under section 3(b) of the Securities Act of 1933, the Securities and Exchange Commission has established Regulation A to exempt small offerings of securities from registration requirements. While the exemption does not relieve a company from its obligation not to use false or misleading statements or from state law requirements, Regulation A allows companies to issue and sell securities with less burden and expense than normally required. More...
The Quiet Period Pending Securities Registration Statement Effectiveness
There is a "quiet period" between the time that a company files a registration statement with the Securities and Exchange Commission for a new public securities offering and the time that the Commission declares the registration statement effective. During the quiet period, referred to as the "waiting period" also, the company and related parties are prohibited by federal securities laws from releasing information to the public that could be construed as promoting sale of the securities covered by the as yet unapproved registration statement. More...

Areas of Practice

  • Arbitration and Venture Capital
  • Business Enterprises
  • Business Law
  • Business Planning
  • Business StartUps
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