Rule 23.1 of the Nevada Rules of Civil Procedure specifies the pleading and standing requirements for shareholder derivative actions. Among other things, Rule 23.1 requires that a complaint "allege with particularity the efforts, if any, made by the...
If You Plan To Claim Demand Futility, You Had Best Not Make A Demand
Posted on July 24, 2020
LLC Member Missing In Regulatory Filings May Be A Member Nonetheless
Posted on July 23, 2020
Adam Beeman claimed to be a member in Legacy Insurance Solutions, LLC, a California limited liability company. In support of his claim to membership, he submitted two operating agreements identifying himself as a member. The defendants disputed his...
Are Bylaws A Contract Or Contracts?
Posted on July 22, 2020
Today's post continues the discussion regarding the pending class action lawsuit against Dropbox, Inc. As I mentioned on Monday, the plaintiff is arguing that the company's bylaws do not constitute a contract under California law. The defendants...
Must A Corporation Have Bylaws?
Posted on July 21, 2020
Yesterday, I wrote about the motion to dismiss a class action lawsuit against Dropbox based on forum non conveniens and the corporation's federal forum selection bylaw. Several Delaware Justices, Chancellors, and Vice Chancellors and Professor...
Are Bylaws Contracts Under California Law?
Posted on July 20, 2020
Were The BRT Signatories Virtue Signaling Without Virtue?
Posted on July 17, 2020
Nearly a year ago, the Business Roundtable fomented interest in so-called "stakeholder capitalism" by issuing this statement. The statement garnered 181 signatories who proclaimed "a fundamental commitment to all of our stakeholders".
DBO Warns That It Will Be Monitoring Face Covering Compliance
Posted on July 16, 2020
"How many then should cover that stand bare!"
In This Case, A Wrongful Termination Does Not Render Repurchase Wrongful
Posted on July 15, 2020
Shareholders' agreements in closely held corporations frequently grant the corporation and/or the other shareholders the right to repurchase a shareholder's shares if the shareholder ceases to be an employee of the company. What happens if an...
Why Is The CDPH So Tentative In Its Justification Of Face Coverings?
Posted on July 14, 2020
Although many experts from Dr. Fauci to the World Health Organization initially discouraged healthy people from wearing masks, it seemed to me that wearing a face covering should diminish the spread of infection of diseases that are communicated...
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