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Nevada Exculpation Statute Leads To Dismissal Of Claims Against Erstwhile Officer

Nevada, unlike either California or Delaware, exculpates corporate officers from liability to the corporation for any damages as a result of “any act or failure to act” in his or her capacity as an officer unless it is proven...more

6/12/2014 - Breach of Duty Dismissals Exculpatory Clauses Fiduciary Duty Police

Delaware Court Rules Nevada Law Governs But Applies Delaware Law

Although there are many significant differences between the corporate laws of Nevada and Delaware, the Nevada Supreme Court has often looked across the country to Delaware. Thus, the Nevada high court has adopted Delaware’s...more

5/23/2014 - Breach of Duty Corporate Restructuring Delaware General Corporation Law Demand Futility Fiduciary Duty Restructuring Shareholders

Defendants Owed No Duty, But Still Liable

In Am. Master Lease Llc v. Idanta, 2014 Cal. App. LEXIS 402 (Cal. Ct. App. 2014), the Second District Court of Appeal resolved the following four questions...more

5/7/2014 - Aiding and Abetting Appeals Disgorgement Fiduciary Duty

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 - Anti-SLAPP Board of Directors Directors Fiduciary Duty Standard Pacific

When It Comes To Proxy Statements, The U.S. District Courts May Not Be So Exclusive After All

A recent ruling by Vice Chancellor Donald F. Parsons, Jr. caused me to ponder why a case involving alleged misstatements in a proxy statement filed with the Securities and Exchange Commission wasn’t immediately tossed out on...more

11/27/2013 - Compliance Executive Compensation Fiduciary Duty Incentives Proxy Statements SEC Stock Options

Court Of Appeal Holds Breach Of Fiduciary And Conflict Of Interest May Be Grounds For Summary Election Challenge

Section 709 of the California Corporations Code creates a summary procedure that allows any shareholder or any person who claims to have been denied the right to vote to petition the Superior Court for a determination of the...more

10/11/2013 - Board of Directors Conflicts of Interest Corporate Governance Fiduciary Duty Shareholder Votes Shareholders

Subcommitee Recommends SEC Rules Imposing Fiduciary And Disclosure Duties On Brokers

Recently, the Securities and Exchange Commission posted two recommendations by the Investor as Purchaser Subcommittee of the Investor Advisory Committee. In general, the Subcommittee recommended...more

10/8/2013 - Brokers Disclosure Requirements Fiduciary Duty SEC

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

Officers And The Business Judgment Rule

Recently, I came across the following assertion: First, other than the recent aberration of Poggetto v. Switzer , the BJR has never been applied to officers in California....more

7/17/2013 - Business Judgment Rule Fiduciary Duty Officers

9th Circuit Holds Section 10(b) Violations Sufficient For ERISA Breach Of Duty Claims

A decision issued yesterday by the Ninth Circuit Court of Appeals illustrates the peril that can inhere in offering a company stock alternative in a plan governed by the Employee Retirement Income Security Act (ERISA). ...more

6/5/2013 - Breach of Duty Class Certification ERISA Fiduciary Duty Misrepresentation Securities Fraud

Bill Would Mandate Indemnification Of LLC Agents

California’s current limited liability act permits indemnification of any person (including any manager, member, officer, employee, or agent of the limited liability company) against judgments, settlements, penalties, fines,...more

2/26/2013 - Fiduciary Duty Indemnification Limited Liability Act LLC RULLCA

Does Every 10% Owner Owe A Fiduciary Duty To The Corporation?

If I told you that all 10% owners owe a fiduciary duty to the corporation, I’d be surprised if you weren’t surprised. However, that was, in fact, the holding of the Second Circuit Court of Appeals last October in Donoghue v....more

1/8/2013 - Actual Injuries Fiduciary Duty Shareholders Short-Swing Trading Standing

Court Of Appeal Finds Error In Refusal To Give “Business Judgment” Instruction To Jury

Justice Russell C. Ostrander: “judges are not business experts.” Dodge v. Ford Motor Co., 204 Mich. 459, 508 (1919) A few days ago, I wrote about U.S. District Court Judge Dale S. Fischer’s refusal to extend the...more

12/14/2012 - Appeals Business Judgment Rule Fiduciary Duty Officers Reversible Error

Can Officers Contract For The Business Judgment Rule?

Yesterday, I wrote about a recent memorandum opinion by U.S. District Court Judge Dale S. Fischer that led to a jury verdict awarding nearly $169 million in damages against three former corporate officers. Among other things,...more

12/12/2012 - Business Judgment Rule Fiduciary Duty Officers

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