News & Analysis as of

Quorum

Continuing Confusion About Shareholder Approval Requirements

by Allen Matkins on

I continue to read confused statements in proxy statements about the vote required for shareholder action. The default voting rule in Delaware is found in Section 216(2) of the Delaware General Corporation Law...more

DC Circuit Case May Test Continuing Validity of FERC Delegations of Authority to Agency Staff Once Its Quorum Disappeared

by Stinson Leonard Street on

On February 7 and March 7, 2017, we wrote about how the Federal Energy Regulatory Commission (FERC) is operating without a legal quorum of three members and how the lack of a quorum might affect the validity of FERC staff...more

FERC Enters the Trump Era - The agency announces staff-led Technical Conference as Trump administration expected to name new...

On Friday, March 3, 2017, the Federal Energy Regulatory Commission (FERC) made the much-anticipated announcement of its upcoming staff-led technical conference on wholesale energy and capacity markets. The conference...more

Challenge Issued to Legality of FERC's Delegation Order

by Stinson Leonard Street on

The Federal Energy Regulatory Commission's (FERC) February 3, 2017 "delegation order" that was issued on the last day it had a quorum was the topic of a recent alert. The order, as we noted, aimed to preserve and expand the...more

Summary of FERC Meeting Agenda for February 2017

by White & Case LLP on

On February 8, 2017, the Federal Energy Regulatory Commission issued a press release cancelling the monthly meeting to be held in February. Additionally, FERC stated that all forthcoming monthly meetings are pre-emptively...more

No Quorum at FERC may Affect Ability to Consummate Dispositions of Jurisdictional Assets and Issuances of Debt

by Stinson Leonard Street on

At the close of business on Friday, February 3, 2017, the Federal Energy Regulatory Commission (FERC) lost its legal quorum of three members when its former Chair, Norman Bay, resigned his post as a FERC Commissioner. Earlier...more

Facing a Potentially Lengthy Non quorum Period, FERC Delegates Further Authority to Its Staff

On February 3, 2017, the Federal Energy Regulatory Commission (FERC or the “Commission”) issued an order (the “Delegation Order”) delegating “further authority” to its staff—beyond the existing delegations of authority...more

FERC Enforcement Actions After Chairman’s Abrupt Exit and Lack of Quorum

Matt Connolly, a senior associate in Nutter’s Litigation Department, evaluated Federal Energy Regulatory Commission (FERC) enforcement actions in the wake of Chairman Norman Bay’s resignation in Nutter Insights. Matt...more

FERC Faces Unprecedented Lack of Quorum After Commissioner’s Departure

by Latham & Watkins LLP on

Commissioner resignation leaves agency without quorum necessary to issue major orders including approvals of natural gas pipeline permits and contested mergers. Key Points: ..Federal Energy Regulatory Commission is...more

FERC Revises Delegation Authority While It Lacks a Quorum

by Stoel Rives LLP on

Today is Commissioner Norman Bay’s last day on the job at the Federal Energy Regulatory Commission (FERC), which means that on Monday, FERC will no longer have the quorum of 3 commissioners that is necessary for it to do much...more

FERC Can Reprise 1993 Delegation Order to Address Quorum Issues

by Pierce Atwood LLP on

The Federal Energy Regulatory Commission (FERC) will be left without a quorum when Commissioner Norman Bay’s resignation becomes official on February 3, 2017 and FERC’s ability to issue orders will be limited until the...more

When A Majority Won’t Suffice

by Allen Matkins on

For California corporations, the general rule is that an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. Cal. Corp. Code §...more

New Governance Requirements For Committees And Subcommittees Of Delaware Nonstock Corporations

A recently passed Delaware law contains new voting and quorum requirements for committees and subcommittees of nonstock corporations. Specifically, the law amends the Delaware General Corporation Law (the “DGCL”) to define a...more

Are Alternate Committee Members “Then Serving”?

by Allen Matkins on

A number of amendments to Delaware’s General Corporation Law took effect at the beginning of this month. One of these changes was to establish a default quorum requirement for meetings of committees of corporate boards of...more

Delaware Law Updates – 2016 Amendments to the Delaware General Corporation Law and the Delaware Limited Liability Company Act...

by McCarter & English, LLP on

In the event that you missed it, on June 16, 2016, Delaware Governor Jack Markell signed House Bill 371 into law, thereby amending the Delaware General Corporation Law (the “DGCL”) in numerous significant respects. Also, on...more

2016 Amendments to the Delaware General Corporation Law

by Dorsey & Whitney LLP on

On June 16, 2016, Delaware Governor Jack Markell signed into law House Bill No. 371, which makes a number of noteworthy changes to the Delaware General Corporation Law (“DGCL”). The most significant 2016 amendments to the...more

PF Newsletter: US Exim Update

by Latham & Watkins LLP on

In the fourth quarter of 2015 we reported that the authority of the Export-Import Bank of the United States (“EXIM Bank”) lapsed on 30 June 2015. This resulted in EXIM Bank ceasing active lending....more

Kyiv Corporate Newsletter (Ukrainian) - December 2015

by Dentons on

On 24 November 2015 the Verkhovna Rada of Ukraine adopted a number of important laws, specifically: The Law of Ukraine “On Amendments to Article 60 of the Law of Ukraine “On Business Companies” concerning the reduction...more

Kyiv Corporate Newsletter- December 2015

by Dentons on

On 24 November 2015 the Verkhovna Rada of Ukraine adopted a number of important laws, specifically: The Law of Ukraine “On Amendments to Article 60 of the Law of Ukraine “On Business Companies” concerning the reduction...more

See You In Court – December 2015

by Shipman & Goodwin LLP on

With the holiday season in full swing, the Nutmeg Board of Education has been having difficulty getting a quorum to attend its meetings. The meeting last week was delayed by forty-five minutes as the Board members present...more

Alaska Legislature Approves Lower Quorum Requirements for Alaska Native Corporations

by Davis Wright Tremaine LLP on

The Alaska state legislature recently passed a bill reducing quorum requirements for certain Alaska Native Corporations at their annual shareholder meetings. Under HB 149, which is expected to be signed into law by Alaska...more

How Many Board Members Are Required To Take Action?

by Allen Matkins on

Suppose your corporation has a five member board of directors but two seats are vacant.  Suppose further that your corporate bylaws included the following two provisions: A.  Three members of the board shall...more

Why Does Determining A Quorum Have To Be So Complicated?

by Allen Matkins on

California’s quorum requirement for meetings of directors appears on its face to be straightforward – a majority of the authorized number of directors constitutes a quorum of the board for the transaction of business. Cal....more

Quorum Update: The Shareholder-Director Exchange Provides New Tools for Boards (Quorum, March 2014)

In the October 2013 issue of Quorum, Jim Woolery, Cadwalader’s Chairman-elect, noted that “the evolving dynamic between boards and the shareholders they serve presents new challenges that require a different set of tools in...more

The NLRB Creates A New Defense

by Sherman & Howard L.L.C. on

A federal district court in Washington has struck down an NLRB petition for a Section 10(j) injunction because the NLRB lacked a valid quorum at the time the petition was authorized. In Hooks v. Kitsap Tenant Support...more

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