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But Wait, California May Require Even More In Annual Reports To Shareholders

Yesterday’s blog discussed California’s requirement that many domestic and foreign corporations send financial statements to their shareholders. If a corporation has 100 or more holders of record (determined in accordance...more

5/14/2013 - Annual Reports Financial Statements Foreign Corporations Shareholders

California Requires Many Foreign Corporations To Send Annual Financial Statements To Shareholders

California is a net exporter of corporate charters, but it remains home to many corporations. As a result, the California Corporations Code has a preternatural concern with foreign corporations. ...more

5/13/2013 - Financial Statements Foreign Corporations Publicly-Traded Companies Securities Exchange Act Shareholders

What Doth The Alter Ego Doctrine Require Of Thee, But To “Do Justice”?

Yesterday’s post briefly discussed the internal affairs doctrine and alter ego claims. Professor Stephen Bainbridge responded with this post which discusses the approaches of courts in New York and Delaware. Professor...more

3/22/2013 - Alter Ego Corporate Veil Creditors firs Free Exercise Internal Affairs Doctrine Shareholders

Without An “Intelligible Principle” Can The SEC Adopt Political Spending Rules?

In August 2011, Professor Lucian Bebchuk and nine other law professors submitted this petition asking that the Securities and Exchange Commission adopt rules requiring public companies to disclose to shareholders the use of...more

3/19/2013 - Intelligible Principle Notice Requirements Political Campaigns Political Contributions SEC Shareholders

Senator Seeks 24-Hour Advance Notice Of Corporate Political Contributions/Assemblymember Asks For Constitutional Convention

Yesterday, Broc Romanek noted the continuing interest in mandating disclosure of political spending by corporations. See Battle Lines Being Drawn: Political Spending Disclosures. We are also seeing activity here in...more

1/23/2013 - Disclosure Requirements Notice Requirements Political Contributions Shareholders

A Corporate Governance Lesson From Pericles

Before shareholders may take action at a meeting, a quorum must be established. See When The Best Offensive Strategy May Simply Be To Stay Home. The existence of a quorum does not guaranty that action has been validly taken...more

1/22/2013 - Corporate Governance Notice Requirements Quorum Shareholders

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

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