Law Brief ®: Alan Gaynor and Richard Schoenstein Explore Business Divorce
Episode 4: John Cunningham Interview on Avoiding LLC Deadlock
The Coster v. UIP Companies, Inc. decision provides a framework for evaluating stockholder disenfranchisement claims. Directors should carefully consider how, and under what conditions, they will take actions that dilute...more
Despite being one of the more well-known doctrines in corporate law, the rule articulated in Blasius—that directors who act with the primary purpose of interfering with a stockholder vote must have a compelling justification...more
This week, I have been writing about Section 308 of the California Corporations Code. Subdivision (b) of the statute authorizes the Superior Court to appoint one or more provisional directors when "the shareholders of a...more
Monday's post concerned the appointment of one or more provisional directors pursuant to California Corporations Code Section 308. The statute requires that a provisional director be an "impartial person". In addition, the...more
Section 308 authorizes the Superior Court to appoint a provisional director in two different circumstances. Although both involve the existence of a deadlock, the conditions under which a provisional director may be appointed...more
The board of directors controls a corporation, but individual directors don’t always agree on the future direction of the company. Sometimes, boards can split into factions. A company’s CEO may align himself with one side and...more