In Kerbawy v. McDonnell, the Delaware Court of Chancery affirmed the validity of a solicitation of written consents that removed certain directors and appointed new directors. A key theme of the opinion is that stockholders...more
Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more
The California General Corporation Law authorizes board action by written consent. Cal. Corp. Law § 307(b). Sometimes, I’ve been asked about signing an email consent. Section 17 of the Corporations Code (which governs, but is...more