“Monsters, Inc.” y el buen gobierno corporativo
Marketing Minute Video with NP Strategy: Mastering Stakeholder Engagement
Conflictos de interés en Colombia, nueva regulación
Announcing Troutman Pepper's New Payments Pros Podcast! - The Consumer Finance Podcast
The Fundamentals of Shareholder Litigation
How ESG and Election Law Intersect: Putting the ‘S’ in ESG
Taking the Pulse, A Health Care and Life Sciences Video Podcast | Episode 143: Paul Sheils, CEO, Fluent
Podcast: The Legal Battle Over Mifepristone - Diagnosing Health Care
The Informed Board Podcast | How the SEC Is Making it Harder To Exclude Shareholder Proposals and What This Means for ESG This Proxy Season
The Informed Board Podcast | Pass-Through Voting: Empowering Shareholders or Increasing the Influence of Proxy Advisors?
Morgan Horvitz of Galloway on gaining attorney engagement in key marketing and BD programs - Passle's CMO Series Podcast
Podcast: Direct Access Laboratory Testing: Navigating the Regulatory Landscape – Diagnosing Health Care
Leveraging Data and Technology to Achieve Scalable Food Service
In the Boardroom With Resnick and Fuller - Episode 4
Legal Alert | DOL Opens ESG Door: What Does It Mean for Plan Fiduciaries?
This Am Law 150 partner's niche blog helped him build a seven-figure book of business - Legally Contented Podcast
In the Boardroom With Resnick and Fuller - Episode 1
Change of Control: Golden Parachute Rules in the Sale Process
10 Things Lawyers Should Know About BVI Transactions
Litigation developments: federal forum provisions
If given their druthers, most transactional corporate attorneys would prefer to spend their day practicing “happy law,” by which they typically mean transactions that involve capital formation, mergers and acquisitions, joint...more
NRS 78.585 bars any cause of action against a dissolved Nevada corporation or its directors, officers, or stockholders if it is commenced within...more
The liquidation of a company is a pivotal process governed by legal regulations in the UAE. Understanding the intricacies of liquidation proceedings is essential for stakeholders involved in company dissolution. Federal...more
The California General Corporation Law provides that a California corporation that is dissolved continues to exist for the purpose of, among other things, defending actions against it. Cal. Corp. Code § 2010(a). This, of...more
In its seminal decision in Broad Idea International v Convoy Collateral [2021] UKPC 24 (“Convoy”), a case which had its genesis in the BVI Commercial Court, the Privy Council delivered a ground-breaking exposition of the law...more
We are very pleased to present the third edition of our Luxembourg corporate law-focused case law briefing. In this edition, we are focusing on the 2022 calendar year rulings we identified to be the most relevant for...more
New York Business Corporation Law (“BCL”) sections 1104 and 1104-a permit shareholders holding a certain percentage of shares in a corporation to petition for judicial dissolution of that corporation....more
This blog frequently covers cases considering a shareholder’s request to dissolve a corporation under New York’s oppression-based corporate dissolution statute, BCL 1104-a. That statute allows a shareholder to petition for...more
Most forms of California business entities have statutory buyout procedures allowing the company or its owners to avoid claims by a disgruntled owner for judicial dissolution by purchasing the disgruntled owner’s interest....more
The California Constitution declares that trial by jury is an "inviolate right" that "shall be secured to all". Cal. Const. Art. I, §16. Despite this expansive language, this right in the civil context is generally limited...more
Section 1800 of the California Corporations Code authorizes specified persons to file a complaint for involuntary dissolution of the corporation based on specified grounds. Section 2000 provides an "escape hatch" by which...more
Very few divorces end with a clear “winner” as famously observed by the late, great Jerry Reed in “She Got the Goldmine (I Got the Shaft).” That is as true in a personal divorce as it is a “business divorce.” Business...more
Under the California General Corporation Law a corporation which is dissolved nevertheless continues to exist for the purpose, among others, of prosecuting actions. Cal. Corp. Code § 2010(a). Further, no action to which a...more
My last several posts have for the most part concerned the liability of shareholders when a corporation voluntarily or involuntarily dissolves. Directors may also face liability under Section 316(a)(2) of the Corporations...more
Today's post follows up on two prior posts addressing actions by creditors of dissolved corporations. This post discusses the non-applicability of Chapter 5 of the California General Corporation Law to proceedings for...more
Yesterday's post observed that Chapter 5 of the California General Corporation Law does not apply to proceedings for winding up and dissolution of a California corporation under either Chapter 18 (involuntary dissolutions)...more
Chapter 5 of the California General Corporation Law imposes specific limitations on distributions to shareholders, as defined in Section 166. When a corporation is wound up and dissolved, whether the dissolution is...more
Several provisions of the California General Corporation Law provide for "special proceedings" in the Superior Court. One such provision is Section 1800 which allows certain persons to bring an action for the involuntary...more
The heyday of common-law dissolution — if it ever had one — is long past, largely displaced by a statutory dissolution remedy for oppressed minority shareholders paired with an elective buy-out option for the respondent...more
New York’s Business Corporation Law (BCL) provides three pathways for non-controlling shareholders to achieve involuntary (judicial) dissolution. ...more
The fifth and final installment of a series of alerts focusing on practical issues relating to China’s new Foreign Investment Law. Foreign investors seeking to exit from their existing foreign invested enterprises (FIEs)...more
There are countless New York corporations in which the owners are equal 50/50 shareholders and co-members of a two-member board. Where one sues the other for judicial dissolution, and the ground for dissolution is “deadlock”...more
Section 1800 of the California Corporations Code provides a procedure for the involuntary dissolution of a corporation. The process begins with the filing of a verified complaint, but only those persons listed in the statute...more
The new Belgian Code on Companies and Associations enters into force on 1 May 2019. The Belgian Code on Companies and Associations (the "BCCA"), enacted by the Belgian parliament on 28 February 2019, repeals the existing...more
The gist of an alter ego claim is that that there is no separation between the corporation and its owners. As a result the distinct personality of the corporation may be disregarded and the shareholders held to account for...more