Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD
FCPA Compliance and Ethics Report-Episode 119-FCPA Year in Review, Part I
As scrutiny of public companies continues to increase, it is important for directors and officers to understand the full range of protections from personal liability available to them and for a company to be cognizant of its...more
California is a very linguistically diverse state with an estimated 200 plus different languages being spoken. Within my own family, English is not the primary language spoken at home by any of my grandchildren. Yet, the...more
Seven years ago, I addressed the question of whether the board of directors of a California corporation could remove a fellow director...more
Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors. My answer at the time was "no" because Section 164 of the Corporations Code defines...more
Neither California's nor Delaware's General Corporation Law expressly prohibits directors from being represented by proxy at board meetings. However, it appears to have been well settled in Delaware since at least 1915 that...more
There are potentially a number of ramifications to classifying a board member as employee, including whether the corporation may be entitled to obtain a workplace violence restraining order petition pursuant to Section 527.8...more
Section 204(a)(10) of the California Corporations Code permits the articles of incorporation to include provisions eliminating or limiting the personal liability of a director for monetary damages in an action brought by or...more
The California General Corporation Law includes two provisions providing relief when a director is incompetent and/or felonious. Section 302 of the Corporations Code permits the board of directors to declare vacant the...more
Last week in The Mentor Blog, Broc Romanek mentioned a blog posting of mine from September 2015: Was This Director Duly Elected Or Appointed? My post was concerned Intelligent Digital Systems, LLC v. Beazley Ins. Co., Inc.,...more
Nearly four years ago, I devoted this post about California’s Unincorporated Association Law. Typically, an unincorporated association is a club, church, or other social organization. A criminal street gang might also be an...more