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Minority Shareholders Board of Directors Corporations Code

Cranfill Sumner LLP

Time’s Up for the SEC’s ‘Gag Rule’? Predictions on Its Potential Demise

Cranfill Sumner LLP on

Since 1972, the U.S. Securities and Exchange Commission (SEC) has enforced an informal yet impactful provision, Rule 202.5(e) (17 § C.F.R. 202.5(e)), commonly referred to as the “No Admit No Deny” or just “No Deny” policy or,...more

Allen Matkins

A Preference For Minority Rule?

Allen Matkins on

Section 204(a)(9) of the California Corporations Code allows the articles of incorporation to include a provision requiring the approval of the shareholders (Section 153) or the approval of the outstanding shares (Section...more

Allen Matkins

What Happens When Directors Elected By The Shareholders Are Not A Majority?

Allen Matkins on

Section 305(a) of the California Corporations Code empowers a board of directors to fill vacancies with two important exceptions. First, the articles of incorporation or bylaws may provide otherwise. Second, the board may...more

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