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
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
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
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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