Shareholders, Fiduciary Duty, Corporations Code

Nevada Legislature Adopts Significant Amendments to its Corporate Law to Further Entice Corporations to Incorporate or...

Fenwick & West LLP on 5/29/2025

Not to be outdone by Delaware and Texas, the Nevada Senate voted unanimously on May 21, 2025, to adopt Assembly Bill No. 239 (AB 239), which provides for significant amendments to the Nevada Revised Statutes (NRS) governing...more

Can A Member Bring A Derivative Action On Behalf Of A California Nonprofit Corporation?

Allen Matkins on 3/28/2024

Like many questions in the law, the answer to the question of whether a member of a California nonprofit corporation may maintain a derivative action is "it depends"....more

Discerning When A Director Has Acted With "Reckless Disregard"

Allen Matkins on 7/20/2023

Section 204(a)(10) of the California Corporations Code permits the articles of incorporation to include provisions eliminating or limiting the personal liability of a director for monetary damages in an action brought by or...more

The General Corporation Law's Filioque

Allen Matkins on 10/17/2022

The Nicene Creed as approved by the Council of Constantinople in 381 A.D. included the following: "τὸ ἐκ τοῦ πατρὸς ἐκπορευόμενον (who proceeds from the father). About 200 years later at the Third Council of Toledo, the...more

Why California Requires Notice Of Rights That Shareholders May Not Have

Allen Matkins on 8/6/2021

Dissenters' rights under California's General Corporation Law do not exist unless there are "dissenting shares", a term defined in Section 1300(b) of the California Corporations Code. In order to qualify as "dissenting...more

Court Finds No Cause Of Action Against Officer For Interfering With Shareholder Inspection

Allen Matkins on 5/17/2021

William Romanowski is a former NFL linebacker who later became the majority shareholder, director, and "public face" of Nutrition 53, Inc. When the company's second largest shareholder was allegedly denied inspection of the...more

Is Something Missing From This Complaint Against The We Company?

Allen Matkins on 11/14/2019

Earlier this week, Kevin M. LaCroix wrote about a lawsuit filed recently against The We Companies, commonly referred to as WeWork. The company has attracted a lot of press attention when in September it withdrew the...more

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