Nonprofit Quick Tip: State Filings in Wisconsin and Minnesota
In 2020, GlobalTech Corporation, a Nevada corporation, filed an amendment to its articles of incorporation increasing its authorized number of shares of common stock from 10 million to 500 million. The amendment was...more
I always enjoy hearing from readers of this blog. Recently, I wrote: Reading these statutes together, it is relatively clear that Nevada, like Delaware, permits the articles of incorporation to vary the mandate that...more
California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business". Thus, if the authorized number of directors is 7 and there...more
Yesterday I wrote about my concern that about the constitutionality of SB 1168 (Limón). This bill would allow the California Secretary of State to cancel the articles of incorporation or the filing of a statement and...more
I suspect that many practitioners would assume that the law of the state of incorporation would determine the viability of an exculpation clause in a corporation's articles of incorporation. Thus, I was surprised to read...more
Recently, Professor Ann Lipton wrote that the California Supreme Court has granted review of EpicentRx, In.c v. Superior Court, 95 Cal. App. 5th 890 (2023), review granted 539 P.3d 118 (2023). This was a case that I...more
The Business Law Section of the North Carolina Bar Association was active this past year in proposing certain changes to the North Carolina Business Corporation Act. Below is a summary of the amendments that were adopted this...more
California Corporations Code Section 204(a)(4) permits the articles of incorporation to include a provision limiting the duration of a corporation's existence to a specified date. I very seldom encounter such as provision in...more
A multitude of questions over who must approve the grant of equity awards frequently arise when designing equity compensation programs. Do shareholders need to approve the grant? Is approval from the Board of Directors...more
Effective August 1, 2022, Delaware amended its General Corporation Law (the "DGCL") to permit the certificate of incorporation of a Delaware corporation to provide for exculpation of officers from liability to the corporation...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
An individual formed a nonprofit public benefit corporation, Xi'an Jiaotung University Alumni Association of Norther California by filing articles of incorporation with the California Secretary of State. Thereafter, he filed...more
In Stream T.V. Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court (“Court”) held that section 271 of the Delaware General Corporation Law (“D.G.C.L”), which requires stockholder approval for a Delaware corporation...more
As a result of the recent enactment of California's 2022-2023 Budget Bill, the California Secretary of State's office as announced a temporary waiver of many business entity filing fees. This waiver will last until June 30,...more
En fechas recientes, la Comisión de Economía, Comercio y Competitividad de la Cámara de Diputados hizo público su dictamen a la iniciativa con proyecto de decreto por el que se reforman y adicional diversas disposiciones de...more
The attractiveness of the United Kingdom as a business location is unabated. There are many advantages to doing business in the UK. Investors can draw on a skilled workforce and access a large market; costs of labour and...more
Cyprus is an EU member state and a common law jurisdiction with a legal system similar to that of the UK. It is located at the eastern end of Europe linking 3 continents, Europe, Africa and Asia and it has a long and strong...more
California Corporations Code Section 902 generally requires that amendments to the articles of incorporation must be approved by the outstanding shares and the Board of Directors. The statute lists three instances when the...more
1. INTRODUCTION - Having been a former British colony for several years of its history (from 1878 until its independence in 1960), the legal system of the Republic of Cyprus (hereinafter “Cyprus”) follows, to a great...more
The Board of Directors for a Community Association functions in a very similar capacity as the Board of a standard corporation. Approximately 95% of all decisions to be made on behalf of a Community Association will be...more
In April 2020, Massachusetts enacted emergency legislation that eases certain corporate governance requirements for the duration of the Commonwealth’s state of emergency, declared by the Governor on March 10, 2020, and for 60...more
In its highly anticipated decision in Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court confirmed the facial validity of a provision contained in certificates of incorporation of many...more
Suppose that the articles of incorporation of a California corporation provide that the authorized number of directors is 7. Unless the articles or bylaws provide otherwise, the attendance of 4 directors will constitute a...more
1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a foreign...more