Advising on Charter Documents for Two Large Medical Companies

Nossaman provided corporate advice to a Large Medical Group on revising charter documents, including their general partnership agreement. Client desires two classes of partners, to accommodate growth while preserving voting and other rights of original partners.

We have also provided corporate advice to a Large Medical Center on creating charter documents including articles of incorporation, bylaws, and shareholders’ agreements. This work was critically important because the current documents had not been updated in nearly 30 years and the practice no longer matched existing documents. Due to the fact that the corporation has more than 100 shareholders, several informational meetings needed to be held before a formal shareholders’ meeting could be called and the new documents voted upon. The process took about a year, and there is ongoing corporate maintenance (including the admission of new shareholders, the departure of old shareholders, etc.). If the updates hadn’t been made, there could have been disputes among shareholders and management as to the formal legal operations of the entity. Currently, we are undertaking another bylaws revision project for this client. This new project is critically important because the Center has grown, and corporate governance issues have arisen.

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