Corporation law treatise updated

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In 2014, Robinson Bradshaw resumed editing and updating Robinson on North Carolina Corporation Law after several years of Duke University School of Law managing those duties. In December 2015, LexisNexis, the publisher of Robinson, issued Release No. 14 for the Seventh Edition of the treatise.

By way of summary, Release No. 14 addresses the following legal developments:

Legislative History. The North Carolina Business Corporation Act has undergone recent amendments. Such amendments, among other things, (a) validate charter provisions specifying North Carolina as the exclusive forum or venue for disputes concerning a corporation’s internal affairs (see § 2.01); and (b) streamline certain procedures concerning holding company reorganizations (see § 24.04[2].

Forum Selection. The North Carolina General Assembly, in response to judicial developments in Delaware, has enacted legislation validating article or bylaw provisions specifying North Carolina as the exclusive forum or venue for disputes covering a corporation’s internal affairs (see §§ 2.01, 2.05, 3.03[2], 4.03 and 17.06[1]).

Piercing the Corporate Veil. That veil-piercing is heavily dependent on the facts and circumstances of the case is demonstrated in a number of cases recently decided on the subject by various courts (see § 2.10[1] and [2]).

Service of Process. Three new reported cases involve analysis of the requirements for service of process on domestic entities (see § 6.05).

Derivative Actions. Several North Carolina Business Court decisions address issues arising under North Carolina’s derivative action statute (see §§ 17.02-17.05, 17.07 and 17.10).

Holding Company Reorganizations. The Business Corporation Act now provides for streamlined procedures with respect to certain holding company reorganizations meeting the requirements of Chapter 11 of the Act (see §§ 24.04[2] and 27.02).

Limited Liability Companies. Several new North Carolina Business Court decisions address issues arising under North Carolina’s LLC statute (see Ch. 34).

In addition, forms of LLC operating agreements (one for single-member LLCs and one for multiple-member LLCs) have been added (see Forms 87A and 87B).

Ben Baldwin leads the team of Robinson Bradshaw lawyers that edits and updates Robinson on North Carolina Corporation Law. He is the 2016 recipient of the Distinguished Service Award from the North Carolina Bar Association’s Business Law Section.