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Shareholder Rights Director Removal

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

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

Morris James LLP

Court of Chancery Explains When a Stockholder’s Right to Remove Directors May Be Limited to “For Cause” Only Removals

Morris James LLP on

Section 141(k) of the Delaware General Corporation Law (DGCL) contains the default rule that a corporation’s stockholders have the right to vote to remove directors from the board “with or without cause.” Section 141(k)...more

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