After completing a Diploma in US Corporate Law for Company Secretaries and Chartered Accountants online course will students be equipped with the necessary skills?

Students will be able to support remotely US corporations, tech startups, law firms, and lawyers, provide expert guidance, and build a strong online presence on freelancing platforms.

Do students get remote freelance work after pursuing a Diploma in US Corporate Law for Company Secretaries and Chartered Accountants online course?

Yes, students with professional-level legal skills are offered job opportunities in contract drafting, data and privacy, international business law, US immigration law, litigation support, and international IP law.

Students are still developing their legal skills, will they have the opportunity to work?

Yes, students who are still learning will get work opportunities like writing articles, conducting research, legal transcription, data entry, law firm administration, social media management, voice-over work, data compilation, translation, and virtual assistance.

Diploma in US Corporate Law for Company Secretaries and Chartered Accountants by LawSikho: Fee, Duration, How to Apply

Diploma in US Corporate Law for Company Secretaries and Chartered Accountants

LawSikho

US Corporate Law and compliance skills with a Diploma in US Corporate Law for Company Secretaries and Chartered Accountants certification by LawSikho

Online

6 Months

₹ 66000

particular	details
Medium of instructions English	Mode of learning Self study, Virtual Classroom	Mode of Delivery Video and Text Based	Frequency of Classes Weekdays, Weekends	Learning efforts 8-10 Hours Per Week

particular

details

                                    Medium of instructions
                                    English

                                    Mode of learning
                                    Self study, Virtual Classroom

                                    Mode of Delivery
                                    Video and Text Based

                                    Frequency of Classes
                                    Weekdays, Weekends

                                    Learning efforts
                                    8-10 Hours Per Week
                                

The American Legal System and Corporate Sector

Sources of US Law

Constitution
Legislation - Acts, Rules, Regulations,
Case law
Common law
Contract law
How to find the Corporations Codes of different States
- Model Business Corporation Act
Securities laws
- Securities Act, 1933
- Securities and Exchange Act, 1934
- Sarbanes Oxley Act, 2002
- Dodd-Frank Wall Street Reform and Consumer Protection Act
- Jumpstart Our Business Startups Act

US Court system and hierarchy of courts at federal and state level

US Federal Court System
US State Court System
District Courts, Trial Courts and Courts of Appeals
The US Supreme Court
The Jury System
The US Department of Justice
The Attorneys General

Who are the Corporate Sector regulators in the US and how do they work?

US Federal Trade Commission
Internal Revenue Service
Securities and Exchange Commission
Secretaries of States
- Division of Corporations of Relevant States

Registering an entity in the US and Conversions

How to choose the right form of business organization

Which forms enable limited liability and perpetuity of existence
What are the factors to consider while choosing the right form
- LP
- GP
- LLP
- LLC
- C-Corporation
- S-Corporation
- Non-stock corporations
What are publicly held corporations?
How to choose the right state for forming a company if you are a non-resident
Entity types depending upon sectors
- Mutual Water Companies
- Wasting Asset Corporations

How to register a corporate entity

LLCs, C-Corporations, S-Corporations
Requirement to hire a registered agent
Reserving a name
Submitting incorporation documents
Which officers do you need to identify
What are the constitution documents and how to draft them
- Partnership Agreement for an LP
- Statement of Partnership Existence
- LLP Agreement
- Operating Agreement
- Articles of incorporation/organisation
- By-laws
Obtaining EINs, foreign qualifications and DBA certificates
Templates:
- Partnership Agreement for an LP
- Certificate of Limited Partnership
- Statement of Partnership Existence
- LLP Agreement
- Operating Agreement
- Articles of incorporation/organisation
- Certificate of Incorporation
- By-laws of a C-Corporation
- By-laws of an S-Corporation
- By-laws of a Non-Stock Corporation

Conversions of forms of business entities and change of states

How to convert from an LLC to a corporation
How to convert from one type of corporation to another
Can you change the state of an LLC from one state to another? How?
Templates:
- Plan of conversion
- Board / Stockholder Resolutions / Unanimous consents for approving the plan of conversion

Basic registrations, formalities and approvals required after registering an entity

Getting Federal Tax ID for company
Getting individual tax id
Opening a banking account
Getting a certificate of good standing
Prepare certificates of incumbency and signature authority as requested by banks, customers and other outside third parties
Working with Secretaries of States, Divisions of Corporations, Corporation Commissions and similar agencies
Templates:
- Form SS-4 - For securing the EIN of an entity
- Certificate of incumbency

Overview of Taxation

Taxation of different business structures
Pass through taxation
Personal taxation of founders
Slabs
Types of taxes - federal and state
How are central and local taxes paid
How to file tax returns
What to do if your entity is forfeited by the FTB in California

Officers, Decision Making and Governance in US Companies

Typical officer positions in a US company and modes of appointment

Board of directors
Committees
President
Vice President
Secretary
Treasurer
CEO
Female directors
Directors from underrepresented communities
Provisional Directors
Eligibility criteria
Modes of appointment

Decision making mechanisms in different types of entities

Meetings of the board of directors
Modes of convening and holding meetings
How are decisions taken at board meetings
Interested directors
Deadlocks
Annual Shareholders / Stockholders meetings and decisions at such meetings
Proxy voting
Filing and record-keeping requirements
How to prepare PoAs and proxy documents
How to prepare committee, board and shareholder resolutions, maintain minutes and unanimous consents

Liabilities and powers of directors and officers

Liabilities in terms of corporations codes
Liabilities in terms of other statutes
Directors’ liability insurance in the US

Resignation and removal of directors and officers

Resignation
- Can a resignation be irrevocable?
- How to draft clauses in the by-laws relating to resignation of Directors
- How can officers resign?
- Filing and record keeping requirements in relation to resignation
Removal
- Removal of Directors in case of classified boards
- Can an entire board be removed?
- Filing and record keeping requirements in relation to removal

Corporate governance in listed and unlisted entities

Who are the stakeholders in a corporate entity?
Which laws contain provisions relating to corporate governance?
- Federal and State Corporate Laws
- Securities Exchange Act
- Sarbanes Oxley Act
- Dodd-Frank Wall Street Reform Act
- Listing Rules
- Third Party Best Practice Guidelines
Assist with implementing and maintaining compliance related policies and processes, including supporting policy trainings
Corporate day-to-day responsibilities including scheduling, note-taking, and project management (maintaining several legal task dockets).
Liaising with marketplace and business development teams to compile shareholder documentation for review; reviewing and summarizing shareholder documentation to inform trade structure.

Contract and records management

Serving as a contact point for various types of agreements and contracts
Overseeing the signature process, execution and legalisation of contracts, ensuring apostille and authentication where required
How to work with contract databases
How to manage databases for multiple entities around the world - Global entity management system (GEMS)

Annual compliance requirements

Prepare government filings for US and non-US subsidiaries, including acting as a key contact in the preparation and filing of annual US state reports.
Annual Statement of Information
Franchise Tax filing

Changes in Capital, Share Transactions and Borrowing Transactions

Types of securities and changes in capital

Classes or series of shares and stock and how to issue shares of different classes
- Qualified Small Business Stock (QSBS)
- Preference Shares
- Redeemable shares
- Convertible shares
- Fractional shares
- Share Options
- Restricted Stock Units (RSUs)
Compliance and record keeping requirements for issue of shares
Share option administration using software
Variations in rights of holders of different classes of stock
What is a capitalisation table and how to create and maintain one
“Fully diluted basis” shareholding
Increasing authorised shares
Sub-division of capital
Dividends
Convertible Note investments
How to draft a Simple Agreement for Future Equity (SAFE)
Formatting, redlining and finalizing transaction documents including transfer notices and share transfer agreements; maintaining legal document templates folder and updating document templates as necessary.
Blue Sky Filing Regime
- Registration requirements under federal and state laws
- Private placement exemption under Rule 506(b)
- Private placement memorandum and other disclosures

Share transactions

Commercial transactions involving share issuances: ESOPs, investments, M&A, exits, buyouts, etc.
Issue of shares or stock
Share transfers
Share splits
Share or stock consolidation
Share buybacks
Compliance and record keeping work for share transactions
Maintaining shareholder lists
Uniform Electronic Transactions Act and paper equivalent stock certificates

Borrowing transactions and issue of debt securities

Borrowing powers of a corporate entity
Issue of debt securities
Provision of security for borrowing
Basic security documents and how to read and keep a record of them
Inter-corporate loans
Filings and record-keeping requirements

Funding Methods and Investment Process

Types of investors

Strategic vs. Financial investors
Angel investors
Private Equity investors
Venture Capital investors
Who are impact investors?

The investment process

Stages in the investment process from pitch to receipt of funding
Decision to invest and due diligence
Finalisation of deal structure, deal terms
Term Sheet
Closing and execution of transaction documents
- Share Subscription Agreements
- Share Purchase Agreements
- Shareholders Agreements / Investors Rights Agreements
NVCA model legal documents
Decision-making post investment
Convertible notes
SAFEs (Simple Agreement for Future Equity)
Information covenants, board advice by the investors, introduction to networks etc.
Mechanics of VC and/or PE investment transactions and their closings
- preparation of stock certificates and ledgers (including use of Carta or similar web-based equity tracking system),
- assist in assembling and preparing legal opinion, backup materials,
- assist in preparation and filing of Reg D and state Blue Sky securities filings,
- general coordination of closing mechanics.

Incentives for investment in different states

Jumpstart Our Business Startups Act (JOBS Act)
- Emerging growth companies
- Exemptions for small companies
Delaware Angel Investor Tax Credit

Investment in Indian owned US entities and the Delaware Flip

What is the Delaware flip?
When is the Delaware flip used?
How is a Delaware flip executed?
Can there be any issues which arise in this process?

Mergers and Acquisitions

Different types of M&A transactions

Merger of parent corporations and subsidiaries
Merger of domestic corporations
Merger of domestic and foreign corporations
Merger of domestic corporation and other associations
Consolidations
Exchanges of interest
Sale of Assets

The merger process

Agreement of merger or consolidation / Plan of merger
Amendment to any such agreement
Certificate of merger or consolidation
Approval by the stockholders
Share exchange
Amending the required certificates of incorporation
Mechanics of M&A transactions and their closings,
- Organizing and creating inventory of due diligence documentation (including - navigating virtual due diligence/data rooms),
- Assistance preparing disclosure schedules,
- Manage and coordinate closing deliveries (including preparing and maintaining closing checklists,
- Coordinating notarized signatures, coordinating with other legal assistants and attorneys,
- Preparing and assembling closing certificates and signature pages),
- Preparing electronic closing binders.

Foreign Corporations

Requirements for companies incorporated outside US establish presence and undertake business activity in the US - obtaining a foreign qualification
Requirements and filings for US companies incorporated outside the state to undertake business activity in the state
Filing certificate of incorporation and details of registered agent as well as officers with the Secretary of State
Notification requirements for changes in constitution, management, etc.
How can foreign corporations withdraw from the state?

US Bankruptcy and Insolvency

The US Bankruptcy code (Title 11, USC)

Voluntary Bankruptcy - filing by the debtor
Involuntary bankruptcy
Joint cases
Appointment of Trustee
Administration of bankruptcy
- Meetings of equity shareholders
- Filing of proof or claim of interest
- Waterfall - determining secured interests, tax liability, administrative expenses
- Turning over the property to the estate
- Liquidation
- Ancillary and cross border cases

Bankruptcy reorganizations, restructuring

Appointment of a trustee
Signing of certificates by the trustee
Reorganisation with other entities
Rights of dissenters
“Pre-pack” process

Capital Markets and Listing

Different methods to list on the New York Stock Exchange (NYSE)

Initial Public Offering
Direct Floor Listing
Special Purpose Acquisition Company (SPAC)
Transfer from other stock exchanges
Quotation listing
Reg. S Issuances
144A issuances
Upgrade for an OTC trading company
Regulation of intermediaries
- Banking Secrecy Act and managing AML filings
- Broker regulation and filings with FINRA

Listing process

Choose the market
- NYSE
- NYSE American
- NYSE Arca
- NYSE Bonds
- Eligibility criteria for listing on that specific market (quantitative and qualitative listing standards)
Reserve ticker symbol
CUSIP number
Draft and handle director and officer questionnaires
Submit original listing application
Select Designated market maker
Important filings for listed company work

Continued listing requirements

Continued listing criteria
- No. of Stockholders
- Trading Volume
- No. of publicly traded shares
Disclosures and reporting material information
- Completing filings on EDGAR
- Preparation and filing of DocuSign’s 10-K, 10-Q, 8-K, proxy statement
  - DEF 14A and other public company and regulatory filings,
  - Working in collaboration with attorneys, accounting and finance and other professionals
  - Prepare and file Forms 3, 4 and 5; manage Section 16 compliance tracker; assist in administering 10b5-1 trading plan compliance
Corporate Governance Standards
Agencies, depositories, trustees
Suspension and delisting

How to list on the NASDAQ

Choosing a market tier
- NASDAQ Global Select
- NASDAQ Global
- NASDAQ Capital
Eligibility criteria for listing
Corporate Governance requirements
- Using NASDAQ’s corporate services

Takeovers (Including Hostile Takeovers)

Regulations governing public company acquisitions in the US

Securities Act, 1933
Securities Exchange Act, 1934
- Tender Offer Rules
Hart-Scott-Rodino Antitrust Improvements Act
State Laws
- General Corporate Law
- Anti-takeover laws

Methods to obtain control and process

Cash tender offers
- Recommended
- Hostile
Exchange Offers
One step statutory mergers
Process of cash tender offers
- Execution of merger agreement
- Cash tender offer
- Statement by target’s board
- Shareholders surrender their shares
- Short form merger
Process of exchange offer
Process of one step statutory merger
- Approval of proxy statement by SEC
Disclosure requirements

Hostile Takeovers

Why are hostile bids not common?
Structure of hostile bid
Mechanism of a hostile bid
- Private letter of preliminary offer
- Public ‘Bear hug’ letter
- Direct tender or exchange offer
Defences for a hostile takeover
- Poison Pill
- Staggered Board
- Pac Man

Corporate Litigation

Different types of corporate litigation

Contractual breaches
IPR disputes
Shareholder litigation
- Shareholder derivative lawsuits
- Securities Class Action litigation
- Securities fraud actions
M&A litigation

Navigation Through Various Platforms to Get Corporate Paralegal

Creation of Fiverr account- video
Optimization of Fiverr account- video
How to register on People Per Hour and UpWork- Video
Optimization of People Per Hour account- video
Optimization of Upwork Account- Video
How to use Linked In and Facebook for freelancing opportunities- Video
How to build your web page for freelancing - Video
How to create proposals and pitch for work on freelancing platforms
How to approach US law firms / companies for remote freelancing work

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