The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they ...more
The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they are...more
Delaware courts will use their equitable powers to invalidate otherwise valid board actions tainted by inequitable deception. Where a director is “‘tricked or deceived into attending a board meeting … the general rule is that...more
The two most common types of legal entities adopted in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are the most attractive types of companies since they are the only types of...more
In 2019 the Oklahoma Legislature passed, and the Governor signed into law on April 16, Senate Bill 642, which made numerous and substantial changes to the Oklahoma General Corporation Act (the “Act”) primarily relating to...more
Although its final episode aired more than a decade ago, there is still debate about the ending of HBO’s critically-acclaimed series, the Sopranos. In fact, as one critic notes, “the only objectively true statement that can...more
Suppose that the articles of incorporation of a California corporation provide that the authorized number of directors is 7. Unless the articles or bylaws provide otherwise, the attendance of 4 directors will constitute a...more
The two most common types of legal entities adopted in Brazil are the limited liability company (“Limitada” or “Ltda.”) and the corporation (“S.A.”). These are the most attractive types of companies since they are the only...more
Frequently, there are complaints by association members regarding violations of Florida’s Sunshine Laws, Chapter 286, Florida Statutes, which mandates public access to records and meetings. Sunshine Laws only apply to state...more
Saudi Aramco’s planned IPO has put the region’s companies in sharp focus for global investors. As GCC nations continue to experience shifts in economic activity, including less government spending, more companies (both state...more
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
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
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
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
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
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
On the heels of the long-awaiting reversal of the Spanish Courts II appellate decision, condominium associations have been hit again with a First District Appellate Court ruling which has the potential to drastically impact...more
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