Several years ago, I testified as an expert witness in an administrative proceeding brought by the Securities and Exchange Commission. The hearing was held in what looked like a courtroom before what appeared to be a judge and with lawyers for the...
Recent Posts
Pay-to-Play Rule Challenged
California's quorum requirement for meetings of directors appears on its face to be straightforward - a majority of the authorized number of directors constitutes a quorum of the board for the transaction of business. Cal. Corp. Code § 307(a)(7)....
Under the former Beverly-Killea Limited Liability Company Act, a limited liability company was dissolved upon the first to occur of any of the following three events:
In this post published yesterday, UCLA Law Professor Stephen Bainbridge challenges the following statements attributed to Robert F. Kennedy Jr.:
Removal of legends from restricted securities (i.e., securities issued without registration under the Securities Act of 1933) can be a tricky business for transfer agents, issuers and their counsel. Improperly removing legends can get them in hot...
Yesterday's post considered the various paths to becoming a director under the California General Corporation Law. The California Nonprofit Corporation Law defines "directors" in a similar fashion but makes it clear that the articles or bylaws may...
Lao Tzu (老子) is said to have written that there a many paths to enlightment, but how many paths are there to becoming a director? To answer the question, let's look at the definition of "directors" in the California General Corporation Law:...
A recent paper by Adair Morse, Wei Wang, and Serena Wu, Executive Gatekeepers: Useful and Divertible Governance, tackles interesting questions about the the effectiveness of internal gatekeepers and the impact of equity incentives on those...
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