News & Analysis as of

Articles of Incorporation

Overhaul of Illinois LLC Act Provides Modernization, Increased Flexibility

by Holland & Knight LLP on

Significant changes have been made to the Illinois Limited Liability Company Act (the Act) that will impact both existing and new LLCs. These changes, which took effect on July 1, 2017, were designed in part to bring the Act...more

Incorporating Under A Disparaging Name

by Allen Matkins on

In Matal v. Tam, 2017 U.S. LEXIS 3872 (June 19, 2017), the U.S. Supreme Court found the “disparagement clause” of the Lanham Act violates the Free Speech Clause of the First Amendment. The “disparagement clause” prohibits...more

Referring To Extraneous Agreements In The Articles of Incorporation

by Allen Matkins on

I didn’t take note of AB 1535 (Maienschein) when it was introduced earlier this year because I thought it was a “spot” bill. See “See Spot Run“. As introduced, the bill simply added “which may include a reference to a...more

Beware the Default Provisions of the South Carolina LLC Act

by McNair Law Firm, P.A. on

The current version of the South Carolina Limited Liability Company Act (the “LLC Act”) has seen very little revision since its passage in 1996. The Uniform Law Commission’s model act, on which the LLC Act is based, has...more

Can Pseudo-Foreign Corporations Exonerate Their Directors?

by Allen Matkins on

Corporations Code Section 2115 is not an easy read. Fortunately, California Supreme Court Chief Justice Tani Cantil-Sakauye has provided a more digestible overview of the statute...more

Filing the wrong articles at Companies House: what is the effect?

by Dentons on

The High Court has had to consider the impact on a company's members of the company filing the wrong version of its articles at Companies House....more

The $100 Million Question is Answered With Extrinsic Evidence, Not Contra Proferentem

by Murtha Cullina on

Last October, we reported on the issues at stake in Gold v. Rowland, the class action that claims that Connecticut state employees were members entitled to shares of stock when their insurer, Anthem, demutualized in 2001. The...more

Important Changes to the Michigan Nonprofit Corporation Act

by Fraser Trebilcock on

Laws governing Michigan nonprofit corporations underwent an extensive facelift several years ago, the effects of which are still being felt today. Below is a summary of some key amendments to the Michigan Nonprofit...more

Why Some Delaware Corporations May Be Concerned With California’s Supermajority Vote Requirements

by Allen Matkins on

Section 710(b) of the California Corporations Code defines a “supermajority vote” as a requirement set forth in a corporation’s articles of incorporation (or certificate of determination) that specified actions be approved by...more

Forming a Tax-Exempt Section 501(c)(3) Corporation

Although startups are traditionally for-profit ventures, the same principles used to launch a successful startup also apply to the formation of philanthropic enterprises. Generally when people discuss nonprofits, they...more

Hiring & Firing Officers In California

by Allen Matkins on

John Jenkins at The Mentor Blog addresses the question of who has authority to hire and fire officers? He notes...more

Accountability and Transition in ICANN’s New gTLD Program

by Dechert LLP on

Bringing accountability to the Internet Corporation for Assigned Names and Numbers (ICANN), the little known yet hugely significant global regulator of the Internet domain name system, is always a significant victory. ICANN...more

Preparing Yourself and Your Client for Chapter 11: Part I of II – The Petition Package, Filing the Case, Filing Fees, and First...

by Bryan Cave on

As a Chapter 11 debtor’s attorney, the prospect of serving as debtor’s counsel is an exciting – and increasingly rare – opportunity. The preparation for filing a Chapter 11 case involves negotiating complex cash collateral...more

Banking Notes: New Mississippi Law Allows Venue Selection for Shareholder Claims

by Butler Snow LLP on

The Mississippi legislature has created a new mechanism for Mississippi corporations to require that derivative and other shareholder claims be brought in the county of the corporation’s principal office instead of some other...more

U. S. Court of Appeals 2nd Circuit Decision: National Bank is a Citizen Only of the State in Which its Main Office is Located

by Murtha Cullina on

The United States Court of Appeals for the Second Circuit issued a decision today in the case of OneWest Bank, N.A. v. Robert W. Melina, No. 15-3063 (2d Cir. June 29, 2016) holding that a national bank is a citizen only of...more

10th Circuit Highlights Difference Between Delaware And Nevada Exculpatory Statutes

by Allen Matkins on

Because the power to manage a corporation’s affairs rests with the board of directors, it is normally up to the board to decide whether the corporation will pursue a claim. A shareholder who believes that the corporation...more

Why Many Manager Removal Provisions Are Doomed to Fail

by Shutts & Bowen LLP on

Most business partners start their venture with the intent to own a property or operate a business until selling it for a large profit. Hopes are high and intentions are real. As in any relationship, there could be bumps in...more

OHADA Zone: Deadline for Amending Articles of Incorporation of Commercial Companies Approaches

by Morgan Lewis on

Commercial companies in OHADA member states that were incorporated prior to the entry into force of the Amended Uniform Act on 5 May 2014 must ensure that their articles of incorporation comply with the Act’s provisions by 5...more

Deciding fair value under pre-emption provisions in a company's articles

by Dentons on

A recent High Court decision involved interpreting the pre-emption provisions in a company's articles. In particular, the court had to consider the basis on which the appointed accountants should value the shares which the...more

Doing Business in Cuba Under the FCPA, Part IV

by Thomas Fox on

I continue my exploration of some of the issues around doing business in Cuba, from the Foreign Corrupt Practices Act (FCPA) perspective. Today I want to consider the types of ownership structures that are currently in place...more

Some, But Not All: How the North Carolina Planned Community Act affects Pre-1999 Planned Communities

by Ward and Smith, P.A. on

In 1999, the North Carolina General Assembly enacted the North Carolina Planned Community Act ("Act") as Chapter 47F of the North Carolina General Statutes. The Act was intended to establish certain rights for property...more

Everything You Need to Know About Forming a US Corporation (For Free!)

by Arnall Golden Gregory LLP on

Lawyers are often of two minds about providing ‘free stuff.’ Some look at it as a straight economic loss; others look at it as a service that can build to something even bigger. One of my good friends was, as he has said, ‘in...more

Fourth Circuit: Business Judgment Rule May Not Protect Bank Officers in FDIC Action

Why it matters - Bank officers may be liable in a lawsuit brought by the Federal Deposit Insurance Corp. (FDIC) while the directors escaped liability, in a new ruling from the Fourth Circuit Court of Appeals interpreting...more

Justice Friedman Allows Breach of Fiduciary Duty Claim to Proceed Against Corporate Directors Under Delaware Law

In AP Services, LLP v. Lobell et. al, No. 651613/2012, 2015 NY Slip Op 31115(U) (N.Y. Sup. Ct. June 19, 2015) (argued Feb. 21, 2014), Justice Friedman, applying Delaware Law, denied a motion to dismiss plaintiff AP Services,...more

Was This Director Duly Elected Or Appointed?

by Allen Matkins on

Suppose that a corporation’s bylaws includes the following two provisions: 1.  The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by the Board...more

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