As a general matter, California Corporations Code Section 25401 declares it unlawful to make an untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which...
Recent Posts
Chapter 5 of the California Corporations Code imposes specific limitations on "distributions to shareholders", a term defined in Corporations Code section 166. Directors who approve the making of any distribution to shareholders in violation of the...
I recently wrote about SB 1272 (Lieu) which calls a special election for this November 4 at which California voters will be able to cast an advisory vote on whether the U.S. Constitution should be amended to overturn the U.S. Supreme Court's holding...
Last Thursday, the Investor Advisory Committee held another meeting. The agenda included this rather vague agenda description:
The Statute of Frauds has been a part of Anglo-American jurisprudence for centuries. It made its first appearance in the wake of the English Civil War (yes, they had one too but for very different reasons) when King Charles II decided that it was...
Yesterday, I wrote about stockholder challenges to director compensation. Today's post considers what happens when a director joins a board. When someone is invited to join a board, she may ask about compensation. The company may refer the candidate...
Since 1969, there has no question that directors of a Delaware corporation have the authority to set their own compensation. 8 DGCL § 141(h). Having authority to do something, however, doesn't mean that the use of that authority won't be challenged,...
1. Is a fee-shifting bylaw facially valid under applicable law? The Delaware Supreme Court has held that a fee-shifting bylaw adopted by a Delaware non-stock corporation is facially valid. ATP Tour, Inc. v. Deutscher Tennis Bund, 2014 Del. LEXIS 209...
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