What Steps Does a Board Need to Take to Ratify a Defective Corporate Act? 1. Draft a Resolution. For each act that needs ratification, the resolution must include: (a) the defective act, (b) the date the act...more
Actions taken within business entities are sometimes deemed invalid due to procedural defects. For corporations, section 119 of the Corporations Code establishes a clear procedure by which defective actions can be ratified...more
On October 1, 2023, Japan became the twelfth nation to ratify the United Nations Convention on International Settlement Agreements Resulting from Mediation (the “Singapore Convention”). Pursuant to Japanese domestic...more
UN Corruption Convention’s Ratification - In October 2003, the General Assembly officially ratified the United Nations Convention against Corruption (“Corruption Convention”). Since that time, a total of 190 countries have...more
This update helps automotive suppliers inform their legal and operational decisions to help address challenges and opportunities. Key Developments - Labor negotiations between the UAW and Detroit Three automakers...more
The latest proposed amendments to the Delaware General Corporation Law (DGCL) will simplify the process for ratifying defective corporate acts; eliminate or reduce the stockholder vote required to authorize some types of...more
Mexico has deposited its instrument of ratification for the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (MLI). Relevant Features of the MLI - On March 15,...more
The General Assembly of Maryland has enacted House Bill 996/Senate Bill 879 (Chapters 289 and 290 of the Laws of Maryland 2022) and House Bill 999/Senate Bill 431 (Chapters 292 and 293 of the Laws of Maryland 2022),...more
Since its enactment in 2014, Section 204 of the Delaware General Corporation Law (DGCL) has provided direct mechanisms for a corporation's board of directors and stockholders to ratify defective corporate acts. Other states,...more
Throughout the life cycle of a company, and especially during the leaner early start-up stages, corporate actions that are defective due to failures to obtain the correct board or shareholder votes, errors in the approval...more
On April 27, 2022, Virginia Governor Glenn Youngkin ratified amendments to two Virginia statutes, prohibiting pay-if-paid clauses in construction contracts, and limiting the effectiveness of pay-when-paid clauses in certain...more
Reversing dismissal, the U.S. Court of Appeals, Seventh Circuit found that a plaintiff had sufficiently pled allegations of vicarious liability to keep his Telephone Consumer Protection Act (TCPA) suit alive....more
“Ratification is not a game of ‘gotcha’”, said the Texas Supreme Court in BPX Operating Co. v. Strickhausen. The Court, in a 5-4 opinion, addressed the standard for an oil and gas lessor’s implied ratification of an...more
Contract Ratification- Gionino’s Pizzeria Inc. v. Reynolds, 7th Dist. Carroll No. 20 CA 0940, 2021-Ohio-1289 In this matter, the Seventh Appellate District reversed and remanded the lower court’s decision, finding that...more
In Consumer Fin. Prot. Bureau v. Nat’l Collegiate Master Student Loan Trust, the District of Delaware dismissed a lawsuit brought by the Consumer Financial Protection Bureau (CFPB), alleging that a group of trusts that hold...more
On March 3, 2021, Israel signed the HCCH Convention of 2 July 2019 on the Recognition and Enforcement of Foreign Judgments in Civil or Commercial Matters (“2019 Convention”). Israel became the third State to sign the...more
On remand from the United States Supreme Court, the United States Court of Appeals for the Ninth Circuit, in Consumer Fin. Prot. Bureau v. Seila Law LLC, reaffirmed a District Court grant of a petition by the Consumer...more
It's that time of year again. The holidays are upon us, and the end of the year is drawing near. As we reflect on the unprecedented past year, many of us begin to look forward and think, "What's next?" With a New Year...more
Less than one month after hearing oral argument in RD Legal Funding, the U.S. Court of Appeals for the Second Circuit has issued a summary order affirming the district court’s holding that the Dodd-Frank Act’s...more
Last week, the U.S. Court of Appeals for the Second Circuit heard oral argument in RD Legal Funding. The three judge panel consisted of two members of the Second Circuit, Judge Denny Chin and Senior Judge Barrington Parker,...more
The industry trade groups challenging the CFPB’s final rule on Payday, Vehicle Title, and Certain High-Cost Installment Loans (the Rule) have filed a motion for summary judgment. The motion follows the filing of an Amended...more
In March 2020, the Fifth Circuit, on its own motion, entered an order vacating the panel’s ruling in All American Check Cashing that the CFPB’s structure was constitutional and granting rehearing en banc. On June 30, the...more
The CFPB has filed a declaration with the Ninth Circuit in which Director Kraninger stated that she has ratified the Bureau’s decisions to issue a civil investigative demand to Seila Law, deny Seila Law’s request to modify or...more
In June, the Supreme Court struck down the leadership structure of the CFPB as unconstitutional. (The case is Seila Law LLC v. CFPB, No. 19-7 (June 29, 2020), and the decision is here.) The case resolves a long-simmering...more
The US Court of Appeals for the Fifth Circuit held that, under Texas law, a plaintiff can sustain an action for trade secret misappropriation even if the plaintiff voluntarily communicated the alleged trade secrets to the...more