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Directors’ Alleged Breach Of Fiduciary Duty Not Subject To Anti-SLAPP Statute

A SLAPP is a strategic lawsuit against public participation. California enacted Code of Civil Procedure Section 425.16 as an antidote to SLAPP suits. In general, a SLAPP is subject to a special motion to strike unless the...more

4/17/2014 - "homeowners Anti-SLAPP Board of Directors Directors Fiduciary Duty Standard Pacific

Just Who Is Behind The Universal Proxy?

Recently, it was reported that the Council of Institutional Investors had submitted a petition for rule making to the Securities and Exchange Commission. Indeed, the CII did submit this petition on January 8, 2014. ...more

1/22/2014 - Ballots Board of Directors CII Directors Proxies SEC

“Wherever You Go, There You Are”, But Will You Be In The Proper County?

The California General Corporation Law makes numerous references to the “proper county”. For example, Corporations Code Section 304 empowers the superior court of the proper county to remove a director in specified...more

12/18/2013 - Board of Directors Corporate Governance Directors

An Unexpected Impasse

If a corporation has four directors and two shareholders, one owning 60 shares and the other owning 40 shares, it seems obvious that the majority shareholder should be able to elect a majority of the board of directors. ...more

11/13/2013 - Board of Directors Directors Shareholder Votes Shareholders

Deadlocked But Not Out Of Options

While not prohibited by the General Corporation Law, a board comprised of an even number of directors suffers from one potential disability. It can become deadlocked. When that unfortunate situation arises, there are...more

11/12/2013 - Board of Directors Corporate Governance Directors Disability

Ninth Circuit Says Say-On-Pay Suit Should Stay In California Court

In enacting the Dodd-Frank Act, Congress made it clear to everyone, other than the plaintiffs’ bar, that say-on-pay votes were advisory only, did not create or imply any change in fiduciary duties of directors, or create or...more

8/2/2013 - Directors Dodd-Frank Fiduciary Duty Say-on-Pay

Nevada Cracks Down On “Nominee” Directors And Officers

Over the years, some have promoted the use of so-called “nominee” directors and officers as a means to hide the ownership and control of a corporation...more

7/31/2013 - Compliance Directors Nominations Officers

Must Designated Directors Keep A Secret?

Yesterday’s post concerned the attorney-client privileged issues in Vice Chancellor J. Travis Laster’s recent decision in Kalisman v. Friedman, 2013 Del. Ch. LEXIS 100 (April 17, 2013). I found another statement in the...more

7/11/2013 - Board of Directors Confidentiality Controlling Stockholders Directors Disclosure Personal Representatives Shareholder Rights Shareholders

Kalisman v. Friedman – A California Analysis

A few months ago, Vice Chancellor J. Travis Laster issued an interesting decision involving director inspection rights and the attorney-client privilege. Kalisman v. Friedman, 2013 Del. Ch. LEXIS 100 (April 17, 2013). ...more

7/10/2013 - Attorney-Client Privilege Board of Directors Corporate Governance Corporate Officers Directors Duty of Loyalty Incorporation Inspections

“If there be nothing new, but that which is hath been before . . .”

The California General Corporation Law has imposes a single qualification to serve as a director – the person must be a “natural person”. Cal. Corp. Code § 164. Nevada’s for-profit corporation law adds the additional...more

5/28/2013 - CalPERS Directors

Directors May Be Invested With Super Powers In Nevada But Not California

Directors With Super Powers - Sometimes investors would like to endow one or more directors with greater voting powers. This is possible with a Nevada corporation by virtue of NRS 78.330(3) which provides “ The articles...more

2/5/2013 - Articles of Incorporation Benefit Corporations Corporate Forms Directors Voting Powers

Are Charter Indemnification Provisions Contracts?

Public companies typically include provisions in their articles and bylaws that mandate indemnification of directors and officers. Often, these provisions include a statement to the effect that the rights to indemnification...more

1/29/2013 - Articles of Incorporation Bylaws Directors Indemnification Clauses Officers

Forum Selection Bylaws And The California Constitution

Last December, I briefly discussed whether a forum selection bylaw with respect to officers and directors would pass muster as a contractual choice of law. See A Forum Selection Clause Issue That You May Not Have Heard About...more

1/15/2013 - Bylaws Choice-of-Law Directors Forum Selection Clause Officers Waivers

Can A Director Consent By Email?

The California General Corporation Law authorizes board action by written consent. Cal. Corp. Law § 307(b). Sometimes, I’ve been asked about signing an email consent. Section 17 of the Corporations Code (which governs, but is...more

12/26/2012 - Board of Directors Directors Electronic Communications Email Written Consent

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