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Board Members Corporate Governance

Farrell Fritz, P.C.

Limo Company Shareholders Can't Hitch a Ride in Derivative Litigation

Farrell Fritz, P.C. on

Closely-held business entities come in all shapes and sizes. By definition, under Partnership Law § 10, it takes “two or more” owners to form a general partnership. But corporations and LLCs have no such impediment, ranging...more

The Volkov Law Group

Checking In on Caremark Cases in Delaware

The Volkov Law Group on

Over the last ten years, we have seen a marked shift from the Delaware Chancery Court chipping away at corporate board member liability claims.  In a number of seminal cases involving Boeing airplane crashes (In re the Boeing...more

Bennett Jones LLP

[Webinar] AI Insights: Foundations - April 23rd, 10:00 am - 1:00 pm MT

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Our goal is to cut through the hype and noise, while zeroing in on how AI and its evolving regulation will impact your business, your competitors and the markets in which you operate....more

Robins Kaplan LLP

Considerations for D&O Insurance in Light of the Changing Diversity, Equity, and Inclusion (DEI) Legal Landscape

Robins Kaplan LLP on

After George Floyd’s death in May 2020, companies (including their directors and officers) are facing increasing liability exposure and scrutiny from both sides of the political aisle relating to diversity, equity, and...more

Bowditch & Dewey

Solving the Puzzle to Improve Corporate Governance

Bowditch & Dewey on

An often overlooked and critical function of operating a successful business is sound corporate governance. But what is corporate governance? Generally stated, corporate governance encompasses the rules, mechanisms and...more

Lerch, Early & Brewer

He Said, She Said – The Board as Judge and Jury

Lerch, Early & Brewer on

THE SCENE - You wake up on Monday morning to find 53 unread e-mails in your inbox. Pasha from unit 101 has written extensively to complain about his neighbor in unit 102 incessantly smoking this past weekend. Pasha says...more

Allen Matkins

Does An Exchange Of Emails Constitute A Board Meeting?

Allen Matkins on

Under the California General Corporation Law, a board of directors can take action in two different ways - at a meeting or by unanimous written consent.  See Cal. Corp. Code § 307.  Over a decade ago, I posed the question of...more

Allen Matkins

What Are The Duties Of Directors In Electing, Selecting, Or Nominating Directors?

Allen Matkins on

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

Cooley LLP

Too Small, Too Big, Just Right: The Goldilocks Size for a Nonprofit Board

Cooley LLP on

Nonprofit organizations in the US often ask how big their Board of Directors should be. Boards that are too small can fall short of their goals or stagnate, but Boards that are too big can quickly become unwieldly for...more

Cooley LLP

Time Talent Treasure: Advice for Nonprofits on Choosing Board Members

Cooley LLP on

The Board of Directors is a key pipeline for resources for any US nonprofit organization. Most nonprofits do not pay Board members for their service, so organizations rely upon dedicated volunteers....more

Allen Matkins

Voting Of Shares Held By Multiple Owners

Allen Matkins on

Shares can be held of record by multiple owners in a variety of ways, including as fiduciaries, members of a partnership, joint tenants, tenants in common, spouses as community property, tenants by the entirety, voting...more

Farella Braun + Martel LLP

Nonprofit Basics: Amending Nonprofit Corporation Bylaws

Welcome to EO Radio Show – Your Nonprofit Legal Resource. This episode covers legal aspects of amending the bylaws for a nonprofit corporation to change its governance, to update the bylaws for changes in the laws, or to...more

Farella Braun + Martel LLP

Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance

Welcome to EO Radio Show - Your Nonprofit Legal Resource, brought to you by the Exempt Organizations Group at Farella Braun + Martel. My name is Cynthia Rowland, and I'm a partner at Farella. I'm a business and tax lawyer...more

Health Care Compliance Association (HCCA)

[Webinar] Best Practices for Health Plan Internal Audit - May 25th, 12:00 pm - 1:30 pm CDT

Learning Objectives - This 90-minute webinar features the following topics: - Understand how to determine what to audit - Explore important considerations before auditing - Learn about managing your audit,...more

Allen Matkins

Why I Find This Case To Be So Confusing

Allen Matkins on

I recently came across Judge William Alsup's ruling in Carbon Crest, LLC v. Tencue Productions, LLC, 2022 U.S. Dist. LEXIS 66676.  However, the first two sentences of the ruling left me baffled...more

Bennett Jones LLP

Additional Canada Business Corporation Act Regulations to Come Into Force August 31, 2022

Bennett Jones LLP on

In 2021, the Government of Canada proposed regulations that would change the director election process for certain corporations established under the Canada Business Corporations Act (CBCA). For more information with respect...more

Allen Matkins

Want To Sell Your Membership In A Nonprofit Corporation?

Allen Matkins on

California's Nonprofit Corporation Law consists of three separate laws - the Nonprofit Public Benefit Corporation Law, the Mutual Benefit Corporation Law, and the Religious Corporation Law.  Each of these laws authorizes a...more

Oberheiden P.C.

5 Things to Consider When Creating a DAO

Oberheiden P.C. on

What Is A DAO? A decentralized autonomous organization (“DAO”) is a collectively owned and managed entity with a set of rules written in computer code. They are organized around a set of rules on the blockchain and...more

Morgan Lewis

New York Not-for-Profits Can Permanently Embrace Virtual Meetings

Morgan Lewis on

Virtual member meetings for New York State not-for-profit and religious corporations, which were originally allowed as an exceptional circumstance, are now permitted permanently. New York had temporarily modified its...more

Woodruff Sawyer

20 Questions: Getting to Know a Board Before You Join

Woodruff Sawyer on

When you join the board of a public company, you are making a long-term commitment that carries with it the risk of tarnishing your professional reputation if things go seriously wrong. You might also have to endure the...more

Bricker Graydon LLP

[Webinar] Deep Dive into Governance (Higher Education) - December 7th, 12:00 pm - 1:00 pm EST

Bricker Graydon LLP on

Board members might know about the shared governance model, but how well do they really understand it? Join Jeff Knight and Warren Grody for a deep dive into governance issues in higher education, including its...more

Davis Wright Tremaine LLP

[Webinar] Navigating Nonprofit Governance Challenges - October 13th, 11:00 am - 12:00 pm PT

In our second webinar, we will address: - Virtual board meetings - Satisfying duties of care and supervision in an all-remote environment - Financial reporting to the board - Accessing endowment funds: a map to the...more

Davis Wright Tremaine LLP

[Webinar] Election Year Advocacy for Nonprofits: Do's and Don'ts for the Coming Months - September 29th, 11:00 am - 12:00 pm PT

In our first webinar, we will address: - Understanding what is possible with nonprofit advocacy - Identifying and avoiding political campaign intervention - Navigating permissible lobbying activities - Protests, civil...more

Husch Blackwell LLP

Working Together: Tips for Ensuring A Compliant Relationship Between You and Your Hospice Board

Husch Blackwell LLP on

In this episode, Husch Blackwell's Meg Pekarske is joined by colleague Stephanie Kaiser for a rich conversation on what it means for a hospice board to carry out its fiduciary duties and how this relates to the role and...more

Kramer Levin Naftalis & Frankel LLP

Delaware Court of Chancery Confirms Directors’ Right to Access Company’s Privileged Information

Can management of a Delaware corporation block members of the board of directors from gaining access to the company’s privileged information? The Delaware Court of Chancery recently addressed this question in the ongoing...more

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