A Decentralized Autonomous Organization, or DAO, is a governance structure popular with devotees of cryptocurrencies and blockchain technologies. It is decentralized because holders of tokens, rather than a board of...more
Section 709 of the California Corporations Code provides a mechanism for "any shareholder" or "any person who claims to have been denied the right to vote" to obtain a determination by the Superior Court of the validity of...more
Tulane Law School Professor Ann M. Lipton at Tulane Law School begins her forthcoming, Inside Out (or, One State to Rule them All): New Challenges to the Internal Affairs Doctrine, by quoting Delaware Vice Chancellor J....more
NRS 107.028 lists a number of different categories of persons who may serve as trustee under a deed of trust. One category is domestic or foreign entity which holds a current state business license issued by the Secretary of...more
Several years ago, I wrote about the various meanings of "person" in the California Corporations Code. All of the definitions mentioned in that post included corporations within the list of persons. If a corporation is a...more
As a voice crying in the wilderness, I have for many years proclaimed that the internal affairs doctrine is not as all-encompassing as Delaware and its devotees would like to believe. The limitations on the internal affairs...more
In a recent feature published by the Washington Legal Foundation, UCLA Professor Stephen Bainbridge casts a jaundiced eye toward Vice Chancellor J. Travis Laster's recent ruling in In re McDonald's Corp. Stockholder Deriv....more
In the face of the rising popularity of stakeholderism, Professor Stephen Bainbridge has determined to "stand athwart the tracks of corporate governance and yell 'stop' as the stakeholder capitalism train pulls out of the...more
Born at the end of the 19th century, Paul Mason worked for the California legislature and Governor Goodwin Knight. In 1935, he published Mason's Manual of Legislative Procedure, which is commonly known as Mason's...more
On Monday, four California state senators introduced a bill, SB 261, that would require businesses to prepare and submit climate-related financial risk reports. The bill would apply to any corporation or other business...more
Vice Chancellor J. Travis Laster's recently ruled that McDonald's Corporation's former Executive Vice President and Global Chief People Officer, David Fairhurst, owed a duty of oversight comparable to the duty articulated by...more
In yesterday's post, I highlighted a new discussion paper arguing that Twitter's leaders through its stakeholders "under the bus" in favor of the interests of the stockholders. According to the authors, stakeholder...more
In a forthcoming case study, three scholars advance the accusation that when negotiating the sale of Twitter to Elon Musk, Twitter's leaders "chose to disregard the interests of the company’s stakeholders and to focus...more
Currently, the California Corporations Code prohibits a California corporation from conducting a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication,...more
1/18/2023
/ Annual Meeting ,
Board of Directors ,
California ,
Corporations Code ,
New Legislation ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Shareholders ,
Telecommunications ,
Telecommuting ,
Videoconference ,
Virtual Meetings
Four years ago, I wrote about an unpublished decision by the Court of Appeal concerning shareholder inspection rights under the California General Corporation Law. The denouement of that opinion was that the shareholder was...more
The California General Corporation Law permits a corporation to issue shares with no voting rights, provided that at the time one or more classes or series of outstanding shares or debt securities, singly or in the aggregate,...more
In July, California Secretary of State Shirley Weber filed a petition for a writ of supersedeas in the California Court of Appeal with respect to the trial court's judgment in Crest v. Padilla. In that case, the trial court...more
Chapter 13 of the California General Corporation Law provides for statutory dissenters' rights. In general, dissenters' rights are rights granted to shareholders to require the corporation to buy their shares for cash at an...more
Last summer, Delaware amended Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty...more
Delaware's decision last summer to amend Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty is attracting a...more
Earlier this month the Electrical Workers Pension Fund, Local 103, I.B.E.W. filed a verified class action complaint in the Delaware Court of Chancery against Fox Corporation. (Case No. 2022-1007-MTZ (filed Nov. 4, 2022)). ...more
Conversions will soon be less cumbrous for California corporations. Current law authorizes various types of California business entities to convert in a one-step process into business entities organized under the laws of...more
The Securities and Exchange Commission new "clawback" rules were approved on a divided vote. The two Republican members of the Commission, Hester M. Peirce and Mark T. Uyeda voted against adoption. Tomorrow's election will...more
Today's post continues the discussion of the SEC's recent adoption of rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies providing for the recovery...more
This week's posts have been discussing the recent adoption by the Securities and Exchange Commission of rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement...more