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Director Removal

Troutman Pepper

Delaware Corporate Charters Cannot Incorporate Provisions of Third-Party Agreements by Reference

Troutman Pepper on

In Seavitt v. N-able, Inc., the Delaware Court of Chancery held that certain governance rights granted to a corporation’s significant stockholders were statutorily invalid. This included a provision purporting to allow those...more

Farrell Fritz, P.C.

When Law Firms Break Bad: The Valuation Battle Over Contingency Fees and Crypto Tokens

Farrell Fritz, P.C. on

As both a practitioner and a close follower of New York business divorce caselaw, I’ve seen a recent uptick in disputes centered on the breakup of professional services firms and cryptocurrency businesses. Perhaps the crypto...more

Farrell Fritz, P.C.

The Flexible “For Cause” Standard for Director and Officer Removal

Farrell Fritz, P.C. on

Sections 706 (d) and 716 (c) of the Business Corporation Law (the “BCL”) both contain a “for cause” standard for judicial removal of corporate directors and officers. Complaints with claims for judicial corporate director and...more

Morrison & Foerster LLP - Left Coast Appeals

This Week At The Ninth: Removal Power

This week, the Ninth Circuit considers the President’s authority to remove the Commissioner of Social Security. KAUFMANN V. KIJAKAZI - The Court invalidates that statutory removal provision for the Commissioner of...more

Farrell Fritz, P.C.

Stop the Vote: Injunction Halts Shareholders Meeting Pursuant to Courts’ Broad Power to Review Corporate Elections

Farrell Fritz, P.C. on

The right of shareholders to elect a corporation’s directors is one of the most valuable rights attendant to share ownership.  Election of directors is where shareholders can directly exert their influence on the corporation,...more

Greenbaum, Rowe, Smith & Davis LLP

Department of Community Affairs Issues Substantial Regulations Affecting Common Interest Communities

On May 18, 2020, the New Jersey Department of Community Affairs, Division of Codes and Standards (DCA) published new regulations under the Planned Real Estate Development Full Disclosure Act (PREDFDA). The purpose of these...more

Robins Kaplan LLP

Financial Daily Dose 2.25.2020 | Top Story: Markets Plummet as Fears of Coronavirus Epidemic Spread to Europe

Robins Kaplan LLP on

Wall Street apparently got together and decided that Monday was the day to start paying attention to the coronavirus for real. In the form of a massive selloff that left the Dow off more than 1000 points for its worst finish...more

Allen Matkins

Removal Of Directors Without Cause

Allen Matkins on

Broc Romanek at The Mentor Blog has been writing about publicly traded companies that reportedly continue charter provisions allowing shareholders to remove directors only for "cause". Section 303 of the California...more

Farrell Fritz, P.C.

Business Divorce in the Surrogate’s Court

Farrell Fritz, P.C. on

Like business divorce, New York trusts and estates litigation (“T&E”) is a highly specialized niche of the law. T&E litigators have their own universe of substantive law, their own set of procedural rules – the Surrogate’s...more

Farrell Fritz, P.C.

Statute Trumps LLC Agreement’s Voting Rights Provision in Dispute Over Manager’s Removal

Farrell Fritz, P.C. on

LLC enabling statutes authorize two types of management structures. The default structure is member-managed in which all members participate in the management of the company’s business affairs. Member-managed LLCs usually...more

Winstead PC

Federal District Court Holds That A Former Director Of Nonprofit Did Not Have Standing To Sue For The Board’s Breach Of Fiduciary...

Winstead PC on

In Garcia v. Communities in Schools of Brazoria County, a director sued a nonprofit’s board for breach of fiduciary duty arising from his removal. 2019 U.S. Dist. LEXIS 97017 (S. D. Tex. June 10, 2019)....more

Cadwalader, Wickersham & Taft LLP

Fiduciary Duties of Dissenting Directors and their Boards – Stobart v Tinkler

In Stobart v Tinkler [2019] EWHC 258 (Comm), the high court has taken an extremely restricted view of the freedom of a dissident director to take his case outside the boardroom. At the same time, the court largely endorsed...more

Allen Matkins

The General Corporation Law's "25th Amendment"

Allen Matkins on

Generally, a board of directors of a California corporation may not remove one of its members. Removal of a director is in most cases the province of the shareholders. Thus, Section 303 of the Corporations Code allows the...more

Allen Matkins

A Not So Fabulous Fable (Part II)

Allen Matkins on

Yesterday's post told of Dick Plantagenet's "winter of discontent" when learned of Henry Tudor's demand to inspect the books, records, and minutes of his small Delaware corporation, Cwmni Cyfyngedig, Inc. ("CCL"). Henry...more

McDermott Will & Emery

Corporate Law & Governance Update - February 2018

McDermott Will & Emery on

New Board Removal Action - The removal of four Wells Fargo directors, in connection with other sanctions imposed on the bank by the Federal Reserve, has far reaching implications for the corporate governance of large,...more

Manatt, Phelps & Phillips, LLP

Reversing Course, D.C. Circuit Declares CFPB Structure Constitutional

In a divided ruling of the entire U.S. Court of Appeals for the D.C. Circuit, the court held that the Consumer Financial Protection Bureau (CFPB) structure is constitutional, reflecting a legislative desire to establish a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Companies Amend Bylaws in Response to Activist ‘Placeholder Slate’ Tactic

In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor’s 500 index, have amended their bylaws to address the potential for a so-called “placeholder slate” of directors. The bylaw...more

Foley & Lardner LLP

Fleeting Glimpse of RESPA Issues in PHH Argument as Court Focuses on Bureau Constitutionality

Foley & Lardner LLP on

Although the RESPA issues were addressed in the briefs filed by the parties in the PHH case, at oral argument this week the parties and the en banc D.C. Circuit focused heavily on whether the president’s authority is...more

Cole Schotz

Delaware Court of Chancery Rules on Unambiguous Director Removal Voting Requirements

Cole Schotz on

In a recent decision of the Delaware Court of Chancery, the Court struck down a corporate bylaw provision of NutriSystem, Inc., a Delaware corporation (the “Company”), ruling the provision to be inconsistent with the Delaware...more

Polsinelli

Supermajority Director Removal Bylaw Is Unlawful

Polsinelli on

The Delaware Court of Chancery recently invalidated a bylaw that required a supermajority vote of at least two-thirds of all outstanding shares to remove a director because it was inconsistent with the Delaware General...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Rejects Bylaw That Required Supermajority Stockholder Vote to Remove Directors in Violation of 8 Del....

In Frechter v. Zier, C.A. No. 12038-VCG, 2017 WL 345142 (Del. Ch. Jan. 24, 2017) (Glasscock, V.C.), the Delaware Court of Chancery granted plaintiff’s motion for summary judgment on a declaratory relief claim and held that 8...more

Allen Matkins

This Company Solicited Consents To Remove A Sitting Director

Allen Matkins on

It’s not often that you see a company soliciting consents to remove one of its sitting directors. However, that is what PICO Holdings, Inc. sought to do in this consent solicitation statement filed with the SEC on October...more

Pillsbury Winthrop Shaw Pittman LLP

PHH v. CFPB, Part I: President of Consumer Finance No More

In response to a challenge from mortgage servicer PHH Corp. regarding the constitutionality of the single director structure of the Consumer Financial Protection Bureau (the CFPB or Bureau), the United States Court of...more

Bradley Arant Boult Cummings LLP

Appellate Court Decision Holding CFPB Unconstitutional Promises Significant Implications

In a landmark decision issued last week, the U.S. Court of Appeals for the D.C. Circuit held that the Consumer Financial Protection Bureau’s (CFPB) structure violated the Constitution’s separation-of-powers requirements. In...more

Brownstein Hyatt Farber Schreck

U.S. Court of Appeals Rules Current Structure of CFPB Unconstitutional

The Consumer Financial Protection Bureau’s (CFPB) reign as an unchecked power just suffered a significant check. On Oct. 11, 2016, the U.S. Court of Appeals for the District of Columbia found that the CFPB’s structure was...more

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