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Board of Directors Statutory Interpretation Corporate Governance

Allen Matkins

If "Will" Means "Shall", Does "Shall" Mean "Will", "May" or "Must"?

Allen Matkins on

In reviewing a recent agreement, I came across the following interpretive provision...more

ArentFox Schiff

Fifth Circuit Vacates SEC’s Approval of Nasdaq’s Diversity Rules

ArentFox Schiff on

On December 11, 2024, the US Court of Appeals for the Fifth Circuit ruled that the Securities and Exchange Commission (SEC) lacked statutory authority to approve Nasdaq’s board diversity rules. Subject to certain exceptions,...more

Carlton Fields

Florida Is Now a “Demand Futility” State for Shareholder Derivative Actions

Carlton Fields on

On January 1, 2020, the new Florida Business Corporation Act took effect. It includes a provision that settles in the affirmative whether Florida is a “demand futility” state for shareholder derivative litigation. To succeed...more

Allen Matkins

Are Some Publicly Held California Corporations Exempt From The State's Female Board Quota Law?

Allen Matkins on

Corporations Code Section 301.3(a) provides: "No later than the close of the 2019 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K...more

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