Corporate Governance Review

Corporate Governance Review

Corporate Governance Review Services in New Jersey

It’s easy to think of corporate governance as something only publicly traded companies on Wall Street need to worry about. You hear the term and think of boardrooms, shareholders, and massive regulatory filings.

But if you own a private company in New Jersey—whether it’s a family business in Monmouth County or a growing tech startup in Princeton—governance matters just as much. Maybe more.

Here is the reality: messy governance is a silent killer.

It’s the outdated operating agreement you haven’t looked at since 2015. It’s the annual meetings you “forgot” to hold because you were busy running the business. It’s the handshake deal you made with a minority partner that was never formalized.

These things seem harmless when everyone is getting along and the money is flowing. But the moment a dispute arises, or you decide to sell the company, or—God forbid—a key owner passes away, that “messy” governance becomes a massive liability. It can freeze your bank accounts, derail a sale, or lead to piercing the corporate veil, putting your personal savings at risk.

At the Law Offices of Paul H. Appel, we provide Corporate Governance Review Services in New Jersey designed specifically for private companies. We act as your “corporate hygiene” team, cleaning up the past and structuring your future so you can focus on growth, not lawsuits.

Why "Good Enough" Governance Isn't Enough

I see this scenario constantly. A successful business owner comes to me ready to sell. They have a buyer lined up, the price is right, and they are ready to retire.

Then, during due diligence, the buyer’s lawyers start digging. They find that stock certificates were never issued. They find that a former partner who left five years ago still technically owns 10% of the company because the buyback wasn’t documented correctly.

Suddenly, the deal stalls. The buyer gets nervous. The price drops. Or worse, the deal dies entirely.

Effective corporate governance is your insurance policy against:

Internal Gridlock: Without clear rules on decision-making, co-owner decisions without approval can paralyze the company.

Liability Leaks: If you don’t follow corporate formalities, a judge can rule that your LLC is just an “alter ego” of you personally, allowing creditors to seize your home and car.

Valuation Hits: Buyers pay a premium for clean, well-organized companies. They discount messy ones.

Our Approach: Practical, Not Theoretical

We don’t just hand you a binder of policies you’ll never read. We dig into how your business actually runs.

We review your formation documents, your bylaws, your shareholder agreements, and your meeting minutes. We identify the gaps between what your papers say you do and what you actually do.

Then, we fix it.

Key Areas We Review & Repair:

Operating Agreements/Bylaws: Do they reflect your current ownership structure? Do they have a clear “divorce” clause for partners?

Meeting Minutes & Resolutions: We help you catch up on the documentation required to maintain your corporate shield.LLC formalities lawsuit defense starts with good records.

Shareholder/Member Rights: Ensuring minority owners are treated fairly to avoid oppression lawsuits.

Conflict of Interest Policies: Essential for boards and multi-owner entities to prevent self-dealing accusations.

Real Results: Saving a Family Business

Consider a family-owned manufacturing business in New Jersey we worked with. The founder passed away unexpectedly. The bylaws were 30 years old and mandated that his shares be bought back by the company at “book value.”

The problem? The company had grown massively. “Book value” was a fraction of the real market value. This triggered a bitter war between the surviving spouse (who needed the money) and the children running the business (who wanted to follow the old bylaws).

If they had engaged us for a governance review before the tragedy, we would have updated that valuation clause. We could have saved the family hundreds of thousands in legal fees and, more importantly, saved their relationship

Corporate Governance Review FAQs

1. Do LLCs really need annual meetings?
Strictly speaking, New Jersey LLC statutes are more flexible than C-Corp statutes. However, holding and documenting annual meetings is one of the best ways to prove to a court that you are running a legitimate business separate from your personal life. It’s a low-cost, high-value habit.
2. Can you fix our records if we haven't done anything in years?
Yes. We often perform "corporate cleanups." We can draft ratifying resolutions to approve past actions and bring your minute book up to date. It’s better to do this now than try to fake it later when a lawsuit hits.
3. I’m the sole owner. Do I still need governance documents?
Absolutely. If you are sued personally, you need to prove the business is a separate entity. Without an operating agreement and documented decisions, you look like a sole proprietorship, which offers zero liability protection.
4. How often should we review our governance documents?
We recommend a check-up every 2-3 years, or whenever there is a major change—like a new partner, a new loan, or a significant change in revenue.
5. Is this expensive?
Think of it like maintenance on your car. A governance review is a fraction of the cost of a partnership dispute or a failed merger. It’s an investment in stability.

Contact Us for Corporate Governance Review Services in New Jersey

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