News & Analysis as of

Corporate Governance Board Meetings Shareholders

Allen Matkins

The Importance Of Calling

Allen Matkins on

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

Allen Matkins

Do E-mail Exchanges Constitute A Meeting Of The Board?

Allen Matkins on

I recently discussed whether chat messages constitute "minutes" of a meeting.  A related question is whether emails constitute a meeting....more

Allen Matkins

Do Corporate Minutes Include Chat Messages?

Allen Matkins on

A California corporation is required to keep "minutes of the proceedings of its shareholders, board and committees of the board".  Cal. Corp. Code § 1500.  Minutes are required to be open to inspection upon the written demand...more

Fishman Haygood LLP

How to Ask the Tough Questions in the Boardroom: 9 Tips for Directors

Fishman Haygood LLP on

Public company directors are under more pressure than ever to oversee enterprise risk, even risk from day-to-day operations, which is normally addressed by management. Egregious failures of upper management to react to red...more

White & Case LLP

Legal Reform: Ability to hold Shareholders’/Partners’ Meetings and Board of Directors’ Meetings remotely through electronic means

White & Case LLP on

On October 20, 2023, a decree was published to reform and add several provisions of the General Law on Commercial Entities (Ley General de Sociedades Mercantiles) (the "Law") to allow the use of electronic means for the...more

Hogan Lovells

Reforma Ley General de Sociedades Mercantiles para celebrar asambleas y juntas de consejo por medios electrónicos

Hogan Lovells on

El 20 de octubre de 2023 se reformó la Ley General de Sociedades Mercantiles a efecto de permitir la celebración de asambleas de socios y/o accionistas y de los órganos de administración de manera remota y a través de medios...more

Hogan Lovells

General Law of Commercial Companies to hold shareholders and board meetings through electronic means

Hogan Lovells on

On October 20, 2023, the General Law of Commercial Companies was amended to allow that partners and/or shareholders meetings and board meetings be held remotely and through electronic means....more

White & Case LLP

FTSE 350: July 2022 Snapshot of Arrangements for AGMs

White & Case LLP on

Key trends - We are now over half way through the year and moving towards the end of the AGM season. The trends which we identified at the start of the year have generally continued. Most companies have chosen to hold a...more

White & Case LLP

FTSE 350: Snapshot of Arrangements for AGMs

White & Case LLP on

Refinitiv, Q1 2022 Adviser Rankings, US law firms, September 2021 We continue to track the approach FTSE 350 companies are taking to the holding of their AGMs. We have set out in our snapshot the approach companies have taken...more

International Lawyers Network

Establishing a Business Entity in Ireland (Updated)

I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders, partnerships,...more

Allen Matkins

Must Board Meeting Notices Be Ingenuous?

Allen Matkins on

Yesterday's post briefly discussed former Chancellor William Chandler's ruling in Fogel v. U.S. Energy Systems, Inc., 2007 Del. Ch. LEXIS 178.  In finding that no valid board meeting had occurred, Chancellor Chandler stated...more

International Lawyers Network

Establishing A Business Entity In Cyprus (Updated)

Cyprus is an EU member state and a common law jurisdiction with a legal system similar to that of the UK. It is located at the eastern end of Europe linking 3 continents, Europe, Africa and Asia and it has a long and strong...more

International Lawyers Network

Establishing A Business Entity In Brazil (Updated)

The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they are...more

International Lawyers Network

Establishing a Business Entity in Ireland (Updated)

I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders,...more

White and Williams LLP

Practicing Good Corporate Hygiene In The Time of Coronavirus (COVID-19)

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Travel restrictions, quarantines, office closures and social distancing associated with the novel coronavirus (COVID-19) are rapidly disrupting normal business operations throughout the United States, and these disruptions...more

Jones Day

APRA v. IOOF—Key Issues for Australian Directors and Management

Jones Day on

On 20 September 2019, the Federal Court of Australia delivered its much-anticipated judgment in the highly publicised proceedings brought by APRA against IOOF's Chairman, Managing Director, three senior executives and two...more

International Lawyers Network

Establishing A Business Entity In Ireland

I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders, partnerships...more

Dorsey & Whitney LLP

ISS Provides 2019 Voting Policy Updates

Dorsey & Whitney LLP on

ISS recently announced the 2019 updates to its proxy voting policies, which can be found here and which will be applied to annual meetings held on or after February 1, 2019. Among the various updates provided by ISS, the...more

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