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Internal Affairs Doctrine May Not Control Alter Ego Liability

The internal affairs doctrine “is a conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs — matters peculiar to the relationships among or...more

5/21/2014 - Alter Ego Board of Directors Corporate Veil Directors Internal Affairs Doctrine Officers Personal Liability

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

Another Federal Judge Spurns Application Of The Business Judgment Rule To Officers

Last week, I covered the choice of law issue in FDIC v. Faigin, 2013 U.S. Dist. LEXIS 94899 (C.D. Cal. July 8, 2013) and promised more, When The Parent Is A Blue Hen And The Subsidiary Is A 49er, What Law Governs?...more

7/22/2013 - Business Judgment Rule Federal Rule 12(b)(6) Officers Statutory Interpretation

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

If You’re Relying On The Signature Of Two Officers, You May Want To Think Again

It is widely assumed that if a contract, note or other instrument is signed by a corporation’s president and its secretary, it will not be invalidated as to the corporation by any lack of authority of the signing officers. ...more

5/17/2013 - Officers Signatures

No Directors, No Officers, No Employees And No Agents – Now What?

Occasionally, a corporation may find itself with no directors and no management. Yet, the corporation does not cease to exist. One might wonder what use can there be in a corporation deprived of head and limb. In...more

5/3/2013 - Agents Attorney-Client Privilege Board of Directors Discovery Officers Waivers

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

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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