Tariffs and Trade Series: What Boards of Directors Need to Know
Third-Party Risk The competitive world of banking struggles to keep up with technological advances, particularly in a regulatory environment.
The Privacy Insider Podcast Episode 4: Don't Be Evil: In the Hot Seat of Data Privacy, Part 1
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
“Monsters, Inc.” y el buen gobierno corporativo
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
Episode 322 -- Checking in on Caremark Cases
Compliance into the Weeds: What Are Boards Doing About AI (Hint: Not Much)
Conflictos de interés en Colombia, nueva regulación
The Informed Board Podcast | CEO Succession Planning on a Clear Day
Podcast - Deberes fiduciarios de los administradores
Innovation in Compliance - Diligent 5-Part Series - Building a Stronger Culture of Compliance Through Targeted and Effective Training: Part 5 - The Role of the Board
One Month to a More Effective Compliance Program with Boards – Day 14 - Boards and Doing Business in China
One Month to a More Effective Compliance Program with Boards - Day 9 - Board Governance and Risk Oversight
One Month to a More Effective Compliance Program with Boards – Day 5 - OIG Guidance for Boards Regarding Compliance
Nonprofit Basics: Meeting Minutes Best Practices
One Month to a More Effective Compliance Program with Boards - Day 1 - Legal Requirements of the Board Regarding Compliance
Innovation in Compliance - Key Board Issues Going Forward with Christina Bresani
Nearly 13 years ago, I ruminated on the question of whether corporations are required to have bylaws. As far as California is concerned, there is no requirement that a corporation in fact have bylaws, although virtually all...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
During the 2021-2022 legislative session, the California Secretary of State sponsored legislation, 2022 Cal. Stats. ch. 617, making numerous changes to the Corporations Code in anticipation of the implementation of its...more
In 2013, the Corporations Committee of the Business Law Section California State Bar sponsored legislation, A.B. 491, to provide California corporations with certain flexibility in the case of an emergency. Among other...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
The Nevada Legislature and Gov. Steve Sisolak have recently approved Assembly Bill No. 207 (AB 207), a bill passed under the leadership and guidance of Assembly Speaker Jason Frierson. AB 207 makes certain meaningful changes...more
The California Corporations Code authorizes the bylaws to include a provision specifying the qualifications of directors. Cal. Corp. Code § 212(b)(4). A similar provision can be found in the Nonprofit Corporation Law. Cal....more
San Francisco's Chinese Consolidated Benevolent Association (CCBA) was formed during California's Gold Rush. At the time, China was ruled by an emperor. After the abdication of the Emperor Pu Yi in 1912, China became the...more
In Drulias v. 1st Century Bancshares, Inc., No. H045049, 2018 WL 6735137 (Cal. App. Dec. 21, 2018), the California Court of Appeal, Sixth Appellate District, affirmed an order staying a stockholder lawsuit brought in the...more
Section 305(a) of the California Corporations Code empowers a board of directors to fill vacancies with two important exceptions. First, the articles of incorporation or bylaws may provide otherwise. Second, the board may...more
Earlier this week, the Delaware Court of Chancery held in Sciabacucchi v. Salzberg, No. 2017-0931-JTL (Del. Ch. 2018), that corporate forum-selection provisions are ineffective as to claims under the federal Securities Act of...more
In July 2017, I wrote about Judge Brian C. Walsh's ruling that Delaware, not California, was the proper forum for suing the directors of a Delaware corporation based on the corporation's forum selection bylaw. California...more
Over the years, I've made mental notes of some obscure California corporate law questions. Can you identify the following types of corporations corporations?...more
Yesterday’s post concerned various provisions that, although not required to be included in the articles of incorporation, must be included if they are to be effective. One of these provisions relates to supermajority voting...more
The 78th Session of the Nevada Legislature made a number of changes to provisions of Title 7 of the Nevada Revised Statutes (NRS) governing business entities, including corporations, limited liability companies and limited...more
Lately, I’ve had occasion to think about director qualifications. Section 212(b)(4) of the California Corporations Code permits the bylaws to to specify the qualifications of directors. In Section 141(b),the Delaware General...more
Suppose your corporation has a five member board of directors but two seats are vacant. Suppose further that your corporate bylaws included the following two provisions: A. Three members of the board shall...more