Nevada’s private corporation law automatically exculpates directors and officers from individual liability from individual liable to the corporation or its stockholders or creditors for any damages as a result of any act or...more
Because the power to manage a corporation’s affairs rests with the board of directors, it is normally up to the board to decide whether the corporation will pursue a claim. A shareholder who believes that the corporation...more
Who is family and how close are they? These aren’t questions that typically occupy the mind of a corporate lawyer. Occasionally, however, consanguinity matters even to a corporate lawyer. Thus, Section 308 of the...more
This past April marked the 400th anniversary of the death of William Shakespeare. See Happy Birthday William Shakespeare! In 37 plays, Shakespeare wrote of kings, generals, lovers, and fools. He also made frequent mention...more
In “The Scope Of Stockholder Inspection In California And Delaware“, I wrote about what a shareholder is entitled to inspect under California’s shareholder inspection statute – Corporations Code Section 1601. I did not...more
Four points to consider when drafting these often crucially important, but tiresome, documents:
- Distinguish among Shall/Will/Must. I often cite Bylaws as an example of how “shall” may sometimes mean “must” while other...more
Congress told the SEC to adopt a resource extraction disclosure rule by no later than April 17, 2011. The SEC missed that statutory deadline by over a year. After the SEC belatedly adopted a rule in 2012, the U.S. District...more
In a posting yesterday, Professor Stephen Bainbridge poses the question “When an acquirer spots red flags: Should Microsoft’s board beware?” He points out...more
Last week, the Securities and Exchange Commission announced a $6.5 million settlement with Ethiopian Electric Power, which was described in the SEC’s order as “a government-owned power utility headquartered in Addis Ababa,...more
Article IV, Section 8 of the California Constitution requires that to be passed, a bill must first be read...more
Individuals and corporations, but not limited liability companies, may be licensed as real estate brokers under the California Real Estate Law. This is a result of a bargain reached when California’s enacted its first...more
Last fall, California enacted a finders exemption to the broker-dealer registration requirement under the Corporate Securities Law of 1968. See Governor Signs Finders Exemption Bill. This new exemption took effect on...more
Delaware attorney Francis Pileggi recently wrote about a ruling in the Court of Chancery concerning Nevada’s private corporation law. The case, Eric Pulier v. Computer Sciences Corp., et al., C.A. No. 12005-CB, hearing (Del....more
Disparagement isn’t what it used to be. In the good old days, disparagement meant a marriage to a social inferior. The word itself is derived from the Old French word Old French, desparagier, meaning to degrade. The...more
In 2007, Nevada adopted the Model Registered Agents Act. It is currently one of 10 states to have done so (plus the District of Columbia). Nevada’s enactment of the model act may have been predestined by the fact that the...more
Yesterday, the Securities and Exchange Commission announced that it has adopted an interim final rule that allows Form 10-K filers to provide a summary of business and financial information contained in their annual reports. ...more
Don’t peek at the statute, and answer the following question:
A stockholder of a Delaware corporation has a statutory right to inspect a corporation’s (a) books of account; (b) accounting books and records; or (c) other...more
The word “unanimous” is derived from two Latin words, unus (meaning one) and animus (mind). Thus in Plautus’ play, the servant, Stichus, tells his friend, Sagarinus: “ego tu sum, tu es ego, unianimi sumus (I am you and you...more
Earlier this week, The Wall Street Journal published two articles by Rolfe Winkler concerning shareholder access to financial information in companies not subject to the reporting requirements of the Securities Exchange Act...more
In Luther v. Countrywide Financial Corp., 195 Cal. App. 4th 789 (2011), the trial court ruled that state courts do not enjoy concurrent jurisdiction when a class action meeting the definition of a “covered class action” under...more
Most equity award plans that I come across include a statement of the plan’s purposes. I haven’t tended to give these provisions a whole lot of thought, but an opinion issued yesterday by the Ninth Circuit Court of Appeal...more
UCLA Professor Stephen Bainbridge asked the following question concerning advance notice bylaw provisions in “The Professor is Stumped: Today’s Corporate Law Question“...more
François-Marie Arouet, better known as Voltaire, once famously wrote “Ce corps qui s’appelait et qui s’appelle encore le saint empire romain n’était en aucune manière ni saint, ni romain, ni empire (This body, which was, and...more
Earlier this week, the staff of the SEC’s Division of Corporation Finance issued several new, and rewrote several existing, Compliance and Disclosure Interpretations (“C&DIs”) relating to Non-GAAP Financial Measures. ...more
Synecdoche is a literary trope by which one refers the whole by a component, or vice versa. The word is derived from an ancient Greek word, su?e?d???, which means understanding one thing with another. Although I was first...more