Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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When A Majority Won’t Suffice

For California corporations, the general rule is that an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. Cal. Corp. Code §...more

12/8/2016 - Board of Directors Corporate Governance Corporations Code Quorum SEC Whistleblower Awards

Who Votes As Proxy For Shares Standing In The Name Of Another Corporation?

The Proxy Season blog yesterday discussed the following question from the Q&A Forum of TheCorporateCounsel.net...more

12/7/2016 - Board of Directors Delaware General Corporation Law Proxy Season Proxy Voting Guidelines

When A Director May Not Be Interested In Director Compensation

Suppose that a corporation has three directors, A, B & C, each of whom is compensated by the corporation. Is director A financially interested in a resolution fixing the compensation of director B? Corporations Section...more

11/29/2016 - Board of Directors Compensation Corporate Governance

Does The Foolish Director Abide Whilst The Wise Director Flees?

Never fear? Smith Is No Longer Here - Yesterday’s post highlighted Section 316 of the California Corporations Code, a statute that imposes joint and several liability on directors who approve specified transactions such...more

11/17/2016 - Abstention Board of Directors Corporate Governance Corporations Code

Why Nevada Is A More Reliable Alternative To Delaware

Directors and officers cannot always base their decisions on first-hand information. As a practical matter, they must receive and act based on information and opinions of others. The question then becomes whether a...more

11/2/2016 - Board of Directors Corporate Governance Corporate Officers Delaware General Corporation Law

Hiring & Firing Officers In California

John Jenkins at The Mentor Blog addresses the question of who has authority to hire and fire officers? He notes...more

10/12/2016 - Articles of Incorporation Board of Directors Bylaws Corporate Officers Hiring & Firing Officer Removal

Why You Should Have Read Last Week’s Posts On California’s D&O Loan Ban

I spent the better part of last week writing about California Corporations Code Section 315. The statute general prohibits a corporation (Section 162) from making a loan of money or property to, or guaranteeing the...more

10/4/2016 - Board of Directors Department of Business Oversight General Corporation Law Insider Loans Joint and Several Liability

Court Rules Board Of Directors Is Incapable Of Being Sued

Plaintiffs sue corporations and they sue individual members of the boards of directors, but can a plaintiff sue a board of directors as a body? That was the question in Theta Chi Fraternity, Inc. v. Leland Stanford Junior...more

9/7/2016 - Board of Directors Corporate Counsel Legal Entities

Are Alternate Committee Members “Then Serving”?

A number of amendments to Delaware’s General Corporation Law took effect at the beginning of this month. One of these changes was to establish a default quorum requirement for meetings of committees of corporate boards of...more

8/25/2016 - Board of Directors Corporate Governance Delaware General Corporation Law Quorum

California, Delaware And Nevada Differ On Committee Composition

In a prior post, I compared the differing limitations on committee authority under California and Delaware law. Today’s post focuses on differences in committee composition among California, Delaware and Nevada. These are...more

8/4/2016 - Board of Directors Comment Period Compensation Committee Form 10-K SEC

California And Delaware Corporate Law Differ In Many Respects, Including The Authority Of Committees

Both California and Delaware allow the formations of committees of the Board of Directors. Both states also allow these committees to exercise the authority of the board, but with certain exceptions. California, however,...more

7/20/2016 - Board of Directors Compensation Committee Corporate Governance Delaware General Corporation Law

Are A Breach Of Fiduciary Duty And A Breach Of Governing Documents “Non Bis In Idem”?

Last week, I discussed the Court of Appeal’s consideration of whether the business judgment rule protects a director from claims based on breach of the corporation’s governing documents. See Does The Business Judgment Rule...more

6/27/2016 - Board of Directors Breach of Duty Business Judgment Rule Bylaws Fiduciary Duty Homeowners' Association

Does The Business Judgment Rule Protect Directors Who Violate Governing Documents?

Under the business judgment rule, a director will not be liable for a mistake in business judgment provided that certain conditions are met. In the case of a California nonprofit mutual benefit corporation, a director who...more

6/24/2016 - Board of Directors Business Judgment Rule Homeowners' Association Non-Profits Personal Liability

What Is A Knowing Violation Of Law?

Nevada’s private corporation law automatically exculpates directors and officers from individual liability from individual liable to the corporation or its stockholders or creditors for any damages as a result of any act or...more

6/23/2016 - Board of Directors Corporate Officers Corporations Code Personal Liability

10th Circuit Highlights Difference Between Delaware And Nevada Exculpatory Statutes

Because the power to manage a corporation’s affairs rests with the board of directors, it is normally up to the board to decide whether the corporation will pursue a claim. A shareholder who believes that the corporation...more

6/22/2016 - Articles of Incorporation Board of Directors Delaware General Corporation Law Demand Futility Exculpatory Clauses Personal Liability

When Someone Is Missing, Is Consent Unanimous?

The word “unanimous” is derived from two Latin words, unus (meaning one) and animus (mind). Thus in Plautus’ play, the servant, Stichus, tells his friend, Sagarinus: “ego tu sum, tu es ego, unianimi sumus (I am you and you...more

5/31/2016 - Board of Directors Corporate Governance Corporations Code Written Consent

Does A Dissolved Corporation Have Officers And Directors?

It might be reasonable to assume that a dissolved corporation no longer has any officer and directors. However, the California General Corporation Law seems to assume that dissolved corporations continue to have directors...more

5/18/2016 - Board of Directors Corporate Dissolution Corporate Officers

Is Section 141(d) Truly Oxymoronic?

Section 141(d) of the Delaware General Corporation Law provides that the directors of any corporation may “be divided into 1, 2, or 3 classes”. It’s hard to make sense of this statement. First, I don’t believe that Delaware...more

2/19/2016 - Board of Directors Corporations Code Delaware General Corporation Law Director Removal

Private Email Woes Infect The Private Sector

Vice Chancellor J. Travis Laster’s ruling in Amalgamated Bank v. Yahoo!, Inc., C.A. No. 10774-VCL (Del. Ch. Feb. 2, 2016) should sound a tocsin to directors that their “private” emails may not be so private. The ruling...more

2/12/2016 - Board of Directors Books & Records Corporate Officers Delaware General Corporation Law Email Yahoo!

The Misleading Case For A Majority Vote Standard

Proponents of a majority vote requirement for the election of directors often decry the fact that under a plurality vote standard, a director can win with a single vote.  For example, the 2015 proxy statement of Nabors...more

12/2/2015 - Board of Directors Corporate Governance Directors Voting Shares

Society Warns ISS That Overboarding Policy Change Will Hurt Women And Minority Directors

Recently, I criticized ISS’ proposed changes to its policy on “overboarding”. Therefore, I was pleased to see that I wasn’t a lone voice crying in the wilderness. The Society of Corporate Secretaries and Governance...more

11/16/2015 - Board of Directors Diversity Glass Lewis ISS Overboarding

The California Political Contribution Case That 19 Law Professors Missed

Earlier this week, I wrote about an amicus curiae brief submitted by 19 law school professors Friedrichs v. Cal. Teachers Ass’n, a case now pending before the United States Supreme Court. In particular, I questioned whether...more

11/13/2015 - Board of Directors Business Judgment Rule Campaign Contributions Friedrichs v CA Teachers Association SCOTUS

ISS Proposes To Go Overboard In Proposed Policy Change

Institutional Shareholder Services Inc. (ISS) is a very influential purveyor of proxy advisory services.  As part of ISS’ annual policy update procedure, ISS recently released a proposed policy change with respect to...more

11/2/2015 - Board of Directors Comment Period Corporate Governance Directors ISS Proxy Season Publicly-Traded Companies

Chancellor Bouchard Rules There Can Be No Ratification Without Works

In reading Chancellor Andre G. Bouchard’s ruling yesterday in Espinoza v. Zuckerberg, 2015 Del. Ch. LEXIS 273 (Del. Ch. 2015), I was reminded of the theological debate among Christians concerning justification by faith.  The...more

10/29/2015 - Board of Directors Business Judgment Rule Corporate Governance Delaware General Corporation Law Facebook Fairness Standard Independent Boards Mark Zuckerberg Ratification Shareholder Approval

Court Rules Directors Are Agents

Last August, I wrote that Magistrate Judge Joseph C. Spero would soon be deciding whether a director might be an agent of the corporation.  See Court Poised To Decide Whether Directors Are Agents.  The case, Wadler v. Bio-Rad...more

10/27/2015 - Board of Directors Designated Agent Directors FCPA Personal Liability Sarbanes-Oxley Separation of Powers

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