A leading home health company sought assistance with the review and organization of corporate records for more than 90 subsidiaries and affiliates, most of them “inherited” through a series of acquisitions. While the separate entity structure was desired in a highly regulated, but localized industry, maintaining corporate records was burdensome and taking up valuable in-house counsel time. In addition, the company recognized that corporate governance documents (operating agreements, bylaws and resolutions, etc.) were lacking conformity across the board and desired to gain a full picture of its records, clean them up, and create an effective tool to continue to maintain up-to-date records – a traditional corporate secretary function. While recognized as potential liability exposure, this task had not been tackled previously as it was not the highest and best use of in-house counsel’s time, and the hiring of traditional outside counsel seemed cost-prohibitive.
For this project, Legility combined its full-service expertise to deliver a complete and packaged solution.
Legility’s talented team of review attorneys completed the “initial records assessment phase,” which included the following:
Organized all corporate records and digitally uploaded the relevant records to create a virtual “minute book” for each entity
Substantively reviewed the records and identiﬁed gaps, missing information and compliance issues for each entity
Created a clean-up task list to catch up all corporate records
During the “data abstraction” phase, Legility’s project manager developed, with the client, a Company Data Proﬁle form for each entity, showing the most important corporate governance facts at a glance
(such as name, state of formation, secretary of state status, number of directors, etc.).
Legility attorneys applied industry leading database technology to abstract data from the organized records and complete the Company Data Proﬁle for each entity, then delivered summaries via a sortable spreadsheet reﬂecting all company data proﬁles and information gathered, as well as electronic minute books linked to those summaries for continued maintenance.
In the third phase of the project, a Legility review team of attorneys continued to assist in creating conformity in all corporate governance documents (drafting of model resolutions, operating agreements and bylaws), and to address the cleanup of corporate records including the coordination of secretary of state ﬁlings.
After successful completion of the organization, abstraction and issue clean-up phases, the client had a tool allowing the in-house department
to easily view, maintain and update corporate records throughout the year. This saves the company valuable time and allows it to focus on more substantive matters, and results in a signiﬁcant cost savings compared to the outside counsel solution. Moreover, the client achieved conformity in its corporate records across all entities, successfully implemented best corporate practices and managed liability exposure risk.
The Legility team created a tool allowing the in-house department to easily view, maintain, and update corporate records - saving time and significantly reducing costs.