For the last six years, Amerco as included a rather unique stockholder proposal in its proxy statement. It’s there again this year. Basically, it asks the stockholders to ratify and affirm all decisions and actions by...more
Shareholder voting standards was a hot topic this proxy season and will likely continue to be of significant interest next proxy season and in subsequent years. This proxy season, shareholders submitted various proposals...more
In this memorandum opinion, the Delaware Court of Chancery denied defendant’s motion to dismiss, finding that plaintiffs had standing and sufficiently pled their breach of contract claim.
On January 1, 2014, a new law governing limited liability companies (“LLCs”) went into effect in California. The California Revised Uniform Limited Liability Company Act (“RULLCA”)1 superseded in its entirety the prior...more
Annual meetings of shareholders are important. If a corporation fails to hold one for a period of 60 days after the designated date or, if no date is designated, for 15 months, then the superior court may summarily order a...more
On May 2, 2014 the British Columbia Securities Commission (the BCSC) ruled in favour of Augusta Resource Corporation, permitting Augusta’s shareholder rights plan to remain in effect for an additional 75 days. HudBay Minerals...more
When a federal judge ruled that a voter ID law citing it violated the U.S. Constitution’s guarantee of equal protection, they upheld the rights of all in the face of political motives.
Those who support such laws do not...more
A new French law, the “Law to recapture the real economy” (“Loi visant à reconquérir l’économie réelle” or “Loi Florange”) (the Law), was made on 1 April 2014.
The Law makes good a promise, made by François Hollande in...more
New changes to California's limited liability company law affect many of the rules governing operation of limited liability companies ("LLCs"). These changes include the default provisions that automatically apply when the...more
Article 2 of Law no. 2014-1 of 2 January 2014 enabled the French government to simplify and secure the legislation relating to companies in difficulty.
Following consultation with practitioners, the French government...more
Voting-rights activists sue Debra Bowen claiming mass exclusions by The Sacramento Bee -
February 4 – Voting-rights advocates sued Secretary of State Debra Bowen for voter disenfranchisement on Tuesday, claiming she...more
Recently, I was going through boxes while cleaning out my mother's house when I found something that was at once a historical relic and a timely reminder that the more things change, the more they stay the same - it was her...more
Just imagine how it would feel to be a voter, candidate, or an election official in Palmdale today. Yesterday, on a split decision of 2-1, the Second Appellate District of the Court of Appeal overturned the lower court’s...more
I’ve always considered majority voting to be a profoundly illogical concept that evidences a fundamental misunderstanding of the mechanics of shareholder voting....more
Recent amendments to the Delaware General Corporation Law (DGCL) include a new subsection that will, in many cases, eliminate the need to obtain stockholder approval of a back-end merger following a successful tender offer,...more
On June 25, 2013, the United States Supreme Court struck down a key part of the Voting Rights Act. Here's a full text copy of that decision. Embed code available above....more
Virginia has enacted two new laws that are intended to enhance employee protections, particularly during union organizing drives in the Commonwealth. One law guarantees the right to vote in a secret ballot election. The...more
One of the great things about being invited to be on a panel at the Pro Bono Institute's wonderful annual conference is that, even though I was presumable asked because I know something about the topic, I always learn much...more
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