Yesterday, I pointed out several ambiguities in Corporations Code Section 701 and offered some alternative interpretations. Today, I heard from one reader who suggested some additional interpretations.
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Corporations Code Section 603(a) provides the basic authority for shareholders of California corporations to take action by written consent (unless the articles provide otherwise). Section 701 establishes the rules for determining the record date...
Outside directors and their counsel should take note of yesterday's decision by the First District Court of Appeal in Hellum v. Breyer. The case analyzes what a plaintiff must plead in attempting to assert liability against directors of an issuer...
The legislatures of California, Delaware and Nevada have each enacted statutes eliminating or limiting the personal liability of corporate directors for monetary damages. Cal. Corp. Code § 204(a)(10), Del. Code Ann. tit. 8 § 102(b)(7), and NRS §...
As a reminder, the Los Angeles County Bar Association's annual California/Delaware Law Symposium is next week. Information on registration is available here.
Yesterday, I discussed one-half of the battle in Zalkind v. Ceradyne, Inc. Today, I address the securities law issues raised by Ceradyne's cross-complaint.
Yesterday, the Fourth District Court of Appeal issued an opinion addressing two issues that should be of interest to the M&A community. Zalkind v. Ceradyne, Inc. involved a dispute concerning an asset purchase agreement. The Zalkinds (Stanley,...
Often shares are held in the name of multiple trustees. For example, a corporation may issue shares to "Jane & John Doe, Trustees under the Doe Family Trust". What if only Jane signs an action by written consent?
Yesterday's Wall Street Journal included an article by Joann S. Lublin about the increasing use of videoconferencing technology to hold board of directors meetings. One important question not addressed in the article is whether a board member who...
