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
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
In the Boardroom With Resnick and Fuller - Episode 3
The validity of a board meeting hinges on three things - a quorum, notice and call. Many lawyers focus on the first two and may overlook the third. For California and Nevada corporations, the question of who may call a...more
A significant amount of background is required to answer the question of whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law. As an initial matter, the CSL...more
Actions taken within business entities are sometimes deemed invalid due to procedural defects. For corporations, section 119 of the Corporations Code establishes a clear procedure by which defective actions can be ratified...more
I began writing about Nevada Corporate Law more than three decades ago with an article entitled "The Nevada Corporation: Is It A Good Bet?". 14 CEB California Business Law Reporter 259 (1992). In the ensuing decades, I have...more
My last several posts have discussed the current debate on the phenomenon referred to as "DExit", which refers to Delaware corporations that choose to reincorporate in other states. In a recent article, Professor Bainbridge...more
In a recently released article, Professor Stephen Bainbridge tackles the question of just how real the DExit phenomenon might really be. Among other things, he responds to my argument that Nevada eschews Delaware law...more
Yesterday's post highlighted Professor Stephen Bainbridge's recently posted article, DExit Drivers: Is Delaware's Dominance Threatened? His article analyzes the reasons that companies give for leaving Delaware for other...more
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
I recently came across another publicly traded Delaware corporation with plans to reincorporate in Nevada. Interestingly, this corporation, Sonoma Pharmaceuticals, Inc., originally began as a California corporation and then...more
Seven years ago, I addressed the question of whether the board of directors of a California corporation could remove a fellow director...more
Prior LLC Jungle posts have addressed the tricky issue of LLC managerial authority in the context of the LLC’s dealings with third parties... As referenced in those posts, under Corporations Code section 17703.01, when an...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
In news that should cheer hearts in Delaware, the stockholders of Fidelity National Financial, Inc. last week failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation. I characterize...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
The line between a direct and derivative action is often indistinct and hence the object of controversy. In 2017, the Nevada Supreme Court held that a class action lawsuit should be dismissed for failure to plead a...more
In 2019, the Nevada legislature added a provision to the state's corporate law permitting the articles of incorporation or bylaws to require, to the extent not inconsistent with any applicable jurisdictional requirements and...more
In a recent post, I took note of another Delaware corporation that had disclosed plans to convert to a Nevada corporation. The Form 8-K filed by this company included the following statement...more
A recent ruling by U.S. District Court Judge Anthony J. Battaglia addresses whether demand futility is an affirmative defense that must be asserted in an answer or raised in a motion to dismiss. In re Franklin Wireless, 2024...more
I recently discussed whether chat messages constitute "minutes" of a meeting. A related question is whether emails constitute a meeting....more
Meredith Ervine recently wrote about reverse stock splits and Nasdaq listed issuers. A reverse stock split is the "go to" solution for many listed issuers whose share prices fall below the minimum continued stock exchange...more
Like many questions in the law, the answer to the question of whether a member of a California nonprofit corporation may maintain a derivative action is "it depends"....more
In February of this year, California Assembly Member Jesse Gabriel introduced a bill making certain technical, nonsubstantive changes to a provision of the Penal Code concerning the removal of prison inmates for court...more
On February 23, 2024, a decision by Vice Chancellor J. Travis Laster in the Delaware Chancery Court invalidated parts of a shareholder agreement between Moelis & Company and its Chairman, Chief Executive Officer and founder,...more
On February 23, 2024, Vice Chancellor Travis Laster of the Delaware Court of Chancery issued his 131-page decision in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., No. 2023-0309-JTL. The case involved a...more
Last month, California State Senator Monique Limón introduced a bill, SB 1168, that would endow the California Secretary of State with the power to cancel the articles of a domestic corporation or the filing of a statement...more