California is a very linguistically diverse state with an estimated 200 plus different languages being spoken. Within my own family, English is not the primary language spoken at home by any of my grandchildren. Yet, the...more
Seven years ago, I addressed the question of whether the board of directors of a California corporation could remove a fellow director...more
A California corporation is required to keep "minutes of the proceedings of its shareholders, board and committees of the board". Cal. Corp. Code § 1500. Minutes are required to be open to inspection upon the written demand...more
Section 705(a) of the California Corporations Code provides that no proxy is valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. This is a reflection of the fact that proxies...more
3/1/2024
/ B Corporation ,
Board of Directors ,
California ,
Corporate Governance ,
Corporate Officers ,
Corporations Code ,
Directors ,
Nonprofits ,
Proxy Statements ,
Public Benefit Corporation ,
Public Benefit LLCs ,
Shareholders
The California General Corporation Law expectedly grants inspection rights to shareholders and directors of California corporations. Unexpectedly (at least to practitioners outside California), the GCL extends those rights...more
2/13/2024
/ Attorney General ,
Board of Directors ,
California ,
Corporate Governance ,
Corporate Officers ,
Delaware ,
Delaware General Corporation Law ,
Directors ,
Inspection Rights ,
Inspections ,
Shareholders
Of late, Harvard has garnered an abundance of attention regarding the continued incumbency of its President. Despite widely criticized testimony before Congress and the publication of allegations of plagiarism, the Harvard...more
Last week, I wrote about a recent Delaware case involving an attempt to enforce a non-compete provision in a limited liability company agreement. Sunder Energy, LLC v. Jackson, 2023 WL 8166517. The case was brought in the...more
Section 5342(e) of the California Corporations Code requires a nonprofit public benefit corporation to provide, upon the request of a member, to either allow inspection and copying of all members' names, addresses or voting...more
Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors. My answer at the time was "no" because Section 164 of the Corporations Code defines...more
Neither California's nor Delaware's General Corporation Law expressly prohibits directors from being represented by proxy at board meetings. However, it appears to have been well settled in Delaware since at least 1915 that...more
The California Nonprofit Mutual Benefit Corporation Law contemplates three different methods for members to take action: at a meeting, by ballot, and by unanimous written consent. Cal. Corp. Code §§ 7512(a), 7513 & 7516. ...more
There are potentially a number of ramifications to classifying a board member as employee, including whether the corporation may be entitled to obtain a workplace violence restraining order petition pursuant to Section 527.8...more
Section 309 of the California Corporations Code specifies the standard of performance applicable to directors in performing their duties as directors of corporations organized under the California General Corporation Law. ...more
Section 204(a)(10) of the California Corporations Code permits the articles of incorporation to include provisions eliminating or limiting the personal liability of a director for monetary damages in an action brought by or...more
Section 800 of the California Corporations Code applies to actions brought in the name of any domestic or foreign corporation, aka derivative actions. It is similar, but not the same as, Delaware Court of Chancery Rule 23.1...more
On occasion, someone might perceive that they have been improperly appointed as a director or officer of a corporation. If this unfortunate circumstance occur, is there any mechanism for publicly disclaiming the...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
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
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 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
As has been widely reported, the Securities and Exchange Commission last week finally adopted rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies...more
Section 310 of the California Corporations Code concerns two different types of contracts or transactions. The first concerns a contract or other transaction between the corporation and one or more of its directors, or...more
The California Corporations Code includes provisions governing a wide variety of nonprofit organizations. However, the "Big 3" categories of nonprofit corporations are the public benefit, mutual benefit and religious...more
This space has previously discussed the question of just how absolute a director's "absolute" right of of inspection really is. See When Is A Director’s Inspection Right Not Absolute? and Defining The Metes And Bounds Of A...more
Last year, the Delaware Supreme Court adopted a tripartite test for assessing demand futility allegations in derivative actions. United Food & Commercial Workers Union v. Zuckerberg 262 A.3d 1034 (Del. 2021). Under this...more