News & Analysis as of


A Beginner’s Guide to Governing Documents & Rules

I talk a lot on this blog about Robert’s Rules. But let’s be clear that Robert’s Rules (or your parliamentary authority of choice) is not the end-all, be-all. Truth-be-told, there are many sets of rules that your organization...more

How to Ignore Robert’s Rules and Do Your Own Thing

Does parliamentary procedure matter? Absolutely. But we all know that Robert’s Rules can really cramp your style. (Eighth wonder of the world: A parliamentarian actually admits the frustrations of procedure!) So, some good...more

Community Associations: Proxies at Meetings are from Mars and Written Ballots are from Venus

by Ward and Smith, P.A. on

Most community associations, at least annually, are faced with action items requiring a vote of their membership. For example, community association membership participation is necessary on an annual basis to elect the Board...more

3 Essential Facts about Bylaws

As a parliamentarian, I’ve witnessed the confusion: Everybody’s cool with meetings and procedure until someone references the mysterious organizational “bylaws.” Instead of feeling comforted by this governing document, people...more

New Jersey Adopts Series of Changes for Corporations

by White and Williams LLP on

The state of New Jersey recently amended its corporate laws under the New Jersey Business Corporation Act (NJBCA) in an effort to provide clarity for companies incorporated within the state. The changes closely align with...more

Where Do You Want to Be Sued?

by Morris James LLP on

Where does your company want to be sued? Of course, the obvious answer is “nowhere.” But in this litigious country that is not realistic. However, to a large extent, companies can chose the forum to decide claims made against...more

How to Have a Special Meeting

It’s Friday night and your executive director calls you and quits. Life happens, right? But what now? How do you have a special meeting – a meeting between normally scheduled meetings – to triage? Parliamentary procedure, of...more

Delaware Supreme Court Confirms Preclusive Effect of Dismissal of Derivative Actions Based on Lack of Demand Futility

by Proskauer Rose LLP on

The Delaware Supreme Court held yesterday that the dismissal of a shareholder derivative action for lack of demand futility can preclude other derivative actions as long as the plaintiff in the dismissed case adequately...more

Our Governing Documents Have Aged Nicely

by Husch Blackwell LLP on

Governing Documents for Condominium and Homeowner Associations don’t age well. They are not like a fine wine. They are more like cheap cheese. Remember, they were likely written by a developer who really only cared about...more

Come Now, Venue Is Not A Forum

by Allen Matkins on

At the end of last year, a plaintiff filed a verified class action in the Delaware Court of Chancery seeking a judgment declaring invalid provisions included in the certificates of incorporation of three different companies...more

Forum Selection, Jury Waiver and Choice of Law Provisions in Acquisition Agreements – March 2018

by Jackson Walker on

View Jackson Walker partner Byron Egan’s publication entitled, Forum Selection, Jury Waiver and Choice of Law Provisions in Acquisition Agreements, prepared for the TexasBarCLE Essentials of Business Law: Protecting Your...more

Preparing for the Shareholder Proposal Season

On November 16, 2017, Skadden held our webinar “Preparing for the Shareholder Proposal Season.” The panelists were Michael Garland, Assistant Comptroller for Corporate Governance and Responsible Investment in the Office of...more

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

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