News & Analysis as of

Bylaws

Court Of Appeal Finds No Right To Jury In Shareholder Class Action

by Allen Matkins on

In several blog posts, I have commented on the right to a jury trial under California law. This may seem like an inapposite subject for a blog devoted to corporate and securities law issues. Nonetheless, I have...more

New Law Requires NYC Condos and Coops to Adopt Smoking Policies

by Cozen O'Connor on

Every residential building in New York City is now required to establish and display a smoking policy that specifies where smoking is and is not permitted on the property by August 28, 2018, pursuant to Local Law 147 (LL...more

Trustees of Cambridge Point Condominium Trust v. Cambridge Point, LLC

by Goulston & Storrs PC on

In Trustees of Cambridge Point Condominium Trust v. Cambridge Point, LLC, No. MICV-2014-03136, 2016 WL 9753783 (Mass. Super. Nov. 18, 2016), appeal argued, SJC No. 2017-P-0113 (Mass. 2017), the trustees (“Trustees”) of the...more

What Kind Of California Corporation Must Include A Salary Limitation In Its Articles Or Bylaws?

by Allen Matkins on

I suspect that at least a few California corporate lawyers are unaware of a provision in the California Corporations Code requiring the articles or bylaws of certain corporations to contain a limitation on the salaries paid...more

Companies Amend Bylaws in Response to Activist ‘Placeholder Slate’ Tactic

In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor’s 500 index, have amended their bylaws to address the potential for a so-called “placeholder slate” of directors. The bylaw...more

Bylaws And Supermajority Board Voting Requirements

by Allen Matkins on

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

Putting These Provisions In Bylaws Won’t Be Sufficient

by Allen Matkins on

Section 202 of the California Corporations Code lists those provisions that must be included in a California corporation’s articles of incorporation in order for them the be accepted by the Secretary of State for filing. ...more

Court Holds That Board Of Trustees Of A Nonprofit Do Not Owe The Same Duties As A Trustee Of A Trust

by Winstead PC on

In Young v. Heins, Young brought third-party claims against the board of trustees of a nonprofit home owner association for breach of fiduciary duty, breach of the duty of good faith and fair dealing, breach of contract,...more

California Judge Honors Delaware Forum Selection Bylaw

by Allen Matkins on

In May, I wrote about Judge Peter H. Kirwan’s ruling in Drulias v. 1st Century Bancshares, Inc., (Cal. Super. Ct. Case No. 16-CV-294673, Nov. 18, 2016). As readers may recall, Judge Kirwan declined to approve a disclosure...more

California Proposes To End Bylaw Amendment Reviews

by Allen Matkins on

Credit Unions got their start in Nineteenth Century Germany. In 1909, Roman Catholic textile workers opened the first credit union in the United States, St. Mary’s Cooperative Credit Association (later, renamed La Caisse...more

Financial Services Weekly News - June 2017 #3

by Goodwin on

Editor's Note - In This Issue. President Trump announced his intended nominee for Chairman of the Federal Deposit Insurance Corporation (FDIC), the Consumer Financial Protection Bureau (CFPB) proposed updates to its...more

The Evolving Role of the Claim Adjuster in Latin America

by Zelle LLP on

Borrowing a definition from the by-laws of the Chartered Institute of Loss Adjusters (CILA), a loss adjuster is “a person whose predominant activity is the investigation, management, quantification, validation and resolution...more

Proxy Access: Highlights of the 2017 Proxy Season

As we approach the end of the 2017 proxy season, the third since the New York City comptroller launched the Boardroom Accountability Project to enact proxy access across the U.S. market, proxy access has begun to transition...more

Delaware's New Focus on Deal Process and Disclosure: Part II

by Pepper Hamilton LLP on

In part one of this two-part series, we discussed two of four recent developments in Delaware law that reduce the liability exposure of corporate boards and controlling stockholders in merger transactions, and also benefit...more

Officers Of Foreign Corporations And The California Courts

by Allen Matkins on

Yesterday’s post concerned Section 2116 of the California Corporations Code. Courts sometimes describe Section 2116 as codifying the internal affairs doctrine. See, e.g., Vaughn v. LJ Internat., Inc., 174 Cal. App. 4th 213,...more

Enforceability Of Exclusive Forum Bylaw May Hinge On The Meaning Of “May”

by Allen Matkins on

No California appellate court has yet addressed the validity of forum selection bylaws in a published decision. When the question comes before a California appellate court, the outcome may turn on the meaning of “may” in...more

Blog: Considerations Regarding The Defensive Health Of Newly Public Companies

by Cooley LLP on

As discussed in this December 2016 Cooley Alert, this proxy season, the policies of ISS and Glass Lewis provide that they will recommend voting against the re-election of directors of “newly public” companies that, prior to...more

Alert: New Pubcos Should Consider Defensive Health in Light of ISS/GL Recommendations

by Cooley LLP on

ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of "newly public" companies (generally, companies that have gone public in 2014 or later). In short, the latest policies...more

Governor Signs Bill To Reduce Votes Required To Amend Condo and HOA By-Laws

by Baker Donelson on

Maryland Governor, Larry Hogan, has signed into law a bill which will reduce the number votes required to amend condominium and homeowner association bylaws. What originated as House Bill 789, (now Chapter 480 of the 2017...more

Defendants in Stock Purchase Indemnification Action Entitled to Advancement under Bylaws

In Davis et al v. EMSI Holding Co., the Delaware Court of Chancery held that officers and directors of an acquired company were entitled to advancement under the acquired Company’s by-laws for expenses incurred in defending...more

Saudi Arabia Update - April 2017

by Dentons on

Legal developments - Required amendments to Saudi-incorporated companies’ articles of association - After a one-year grace period, companies established in Saudi Arabia are now required to amend their articles of...more

Pay Attention to Bylaws When Taking Corporate Actions

by Murtha Cullina on

All too often, family businesses are run in an “informal” fashion, with insufficient attention being paid to corporate formalities, including requirements set forth in a corporation’s bylaws. The Delaware Chancery Court...more

Canadian shareholders engage with U.S.-style proxy access: A Brave New World, or Much Ado About Nothing?

by DLA Piper on

Shareholders of the Toronto-Dominion Bank (“TD Bank”) and the Royal Bank of Canada (“RBC”) voted in the last few weeks on shareholder proposals made to confer additional proxy access rights to shareholders in the nomination...more

Final Version Of Bill To Reduce The Number Of Votes Required To Amend Bylaws Passed With Amendments

by Baker Donelson on

Both houses of the Maryland General Assembly have passed an amended version of legislation that would reduce the number votes required to amend condominium bylaws. As amended, what originated as House Bill 789 would reduce...more

Maryland General Assembly Passes Legislation To Allow Reduced Number Of Votes To Amend Condo Bylaws

by Baker Donelson on

Both houses of the Maryland General Assembly have passed legislation that would reduce the number votes required to amend condominium bylaws. House Bill 789 was approved unanimously in both the House of Delegates and State...more

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