News & Analysis as of

The Principal Executive Office – It’s Not Just About Venue

Last week, I wrote about the venue implications of the location (or lack of) a corporation’s principal executive office. The location of a corporation’s PEO isn’t just about venue, however. Numerous provisions of the...more

Why The Location Of The Principal Executive Office Matters

The California General Corporation Law does not require that a California corporation have a principal executive office located in California. In fact, Section 177 explicitly contemplates that a corporation’s PEO may be...more

Hiring & Firing Officers In California

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

What's So Special About Special Meetings? A Brief Look Into Special Meetings of Property Owner Associations

All North Carolina property owner associations are required by law to have regular meetings of the Board of Directors ("Board") and at least one annual membership meeting to discuss and transact certain association business. ...more

Delaware District Court Finds That Controlling Stockholder Claim Falls Outside Of Forum Selection Bylaw

Forum selection bylaws are a powerful tool for companies to avoid the burdens of multi-forum litigation. But those bylaws only cover the claims falling within their terms. Where, as here, the bylaw only covers fiduciary...more

As Hurricane Matthew Approaches: A "Top Ten" List for Handling Condominium Association Claims

Condominium association property claims can be contentious and confusing. Large condominium buildings often are the subject of multi-million dollar insurance claims, lawsuits, and appraisals.The “cookie cutter” nature of...more

Sometimes It’s Hard to Waive Subrogation: Pacific Indemnity v. Deming

According to the recent decision of the U.S. Court of Appeals for the First Circuit in Pacific Indemnity Company v. Deming, 2016 WL 3607028, 2016 U.S. App. LEXIS 12374 (July 5, 2016) common contractual provisions that...more

Recent Governance and Gift-Giving Guidance from the Non-Profit/Public Charities Division

The Non-Profit Organizations/Public Charities Division of the Office of the Attorney General (the “Division”) recently released helpful guidance regarding (i) good governance of charitable organization and (ii) the rules that...more

Can a futures brokerage firm pay trailing commissions to an inactive AP or his estate?

Can a futures commission merchant (FCM) or other commodity futures industry registrant pay trailing commissions to a former associated person (AP) whose registration has been revoked? Or who has retired and is no longer...more

I Hate Home Rule

Massachusetts is a Home Rule state (Commonwealth, actually, but that’s a separate issue). Our 351 cities and towns can pretty much legislate as they please, so long as the local action is not preempted. Our state Wetlands...more

Who Signs The Bylaws?

I am occasionally asked who should sign the bylaws. The question presumes that bylaws must be signed. Although the California General Corporation Law requires that the original or a copy of the bylaws be available to...more

Ouch! Proxy Statement Argues That Resolving Dispute In California Court Was “Costly And Time Consuming”

As Ralph Waldo Emerson once famously told Oliver Wendell Holmes, Jr.: ““Holmes, when you strike at a king, you must kill him.” For the full story, see The Corporations Code Can Make Suing Your Former Employees Costly. I was...more

Accountability and Transition in ICANN’s New gTLD Program

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

The Code-Based Fund: The Future of Crowdsourced Startup Funding

For your startup business, crowdfunding campaigns can be a great way to both raise funds and validate your product market. Bridging the gap between crowdfunding and venture financing, the Decentralized Autonomous...more

Court Reverses Summary Judgment On Breach Of Fiduciary Duty Claim Against Corporate Director

In E&E Serv. & Supply v. Ruddick, a corporation sued a former employee who formed a competing business. No. 11-14-00055-CV, 2016 Tex. App. LEXIS 7514 (Tex. App.—Eastland July 14, 2016, no pet. history). The trial court...more

“Veep”: The Evolving Law of Advancement and Indemnification

Companies confer title of “Vice President” on a wide range of employees, from senior executives, in some cases, to line-level personnel, in others. While distinguishing someone functioning as a senior executive from someone...more

CA Corps Not Obligated to Make Records Available for Inspection in California

The California Court of Appeal recently ruled that an inspection demand under California Corporations Code section 1601 requires a corporation to make its books and records available for inspection at an office where they...more

An Analysis of Nasdaq’s “Golden Leash” Disclosure Rule

On July 1, 2016, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, Nasdaq’s new Rule 5250(b)(3), which requires Nasdaq-listed U.S. companies to publicly disclose any arrangements or agreements...more

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

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

"Proxy Access: Highlights of the 2016 Proxy Season"

Encouraged by the success of proxy access proposals in the 2015 proxy season, shareholder proponents have submitted almost 200 proxy access shareholder proposals for 2016 annual meetings. As of mid-June, approximately 65...more

Are A Breach Of Fiduciary Duty And A Breach Of Governing Documents “Non Bis In Idem”?

Last week, I discussed the Court of Appeal’s consideration of whether the business judgment rule protects a director from claims based on breach of the corporation’s governing documents. See Does The Business Judgment Rule...more

NPRA Redux: Proposed NPCL Amendments Approved by Senate and Assembly

The New York State Assembly and Senate have passed a bill that, if signed by the Governor, would amend the Not-for-Profit Corporation Law (the “NPCL”) and the Estates, Powers and Trusts Law (the “EPTL”) to clarify and refine...more

New Law: Has Your PA Corporation Updated its Bylaws?

It is now almost one year since the Associations Transaction Act came into effect in Pennsylvania on July 1, 2015. It is a good time to ask the question: Has your Pennsylvania corporation updated its Bylaws? ...more

Drafting Bylaws – Four Things To Consider

Four points to consider when drafting these often crucially important, but tiresome, documents: - Distinguish among Shall/Will/Must. I often cite Bylaws as an example of how “shall” may sometimes mean “must” while other...more

Maintain Separation Between A Nonprofit And The Foundation That Supports It

A nonprofit corporation is a business with assets and liabilities just like any other business. When a nonprofit runs into financial trouble, its creditors usually do the same thing as creditors of a for-profit business: ...more

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