Does The Power To Choose Not Include The Power To Remove?

Last week I wrote about Vice Chancellor John W. Noble's ruling in Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July 31, 2015) that a stockholder adopted bylaw empowering stockholders to remove officers is invalid. The stockholder grounded his...

Did You Ever Wonder What You Might Do In California But Not Delaware?

A recent decision by the Delaware Court of Chancery tackles the question of whether a stockholder may adopt a bylaw granting stockholders the right to remove officers.  In Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July 31, 2015), Vice...

50% Shareholder Denied Say In Defense Of Corporation

If two shareholders each own one half of the outstanding shares of a corporation, one might expect that they would have an equal say in just about everything.  It turns out that in some circumstances they won't.

Do De Facto Officers Owe Fiduciary Duties?

A recent ruling by Magistrate Judge Jacqueline Scott Corley addressed the interesting question of whether a consultant might owe a fiduciary duty as a de facto officer.  Music Grp. Macao Commer. Offshore, Ltd. v. Foote, 2015 U.S. Dist. LEXIS 81415...

Will You Be Gulled By This Notice?
CalPERS And Pay For Performance

A few weeks ago, CalPERS' Director of Corporate Governance, Anne Simpson, sent a letter to the Securities and Exchange Commission in support of the SEC's proposed pay for performance disclosure rule. Her letter notes CalPERS' belief that...

CalPERS And Pay Equity

The Securities and Exchange Commission has given notice of its intent to adopt final pay ratio disclosure rules at its meeting next week.  In applauding the SEC's proposed rules, the California Public Employees' Retirement System observed:

Senate Appropriations Committee Is Next Stop For California Finders Bill

AB 667 (Wagner) continues to wend its way through the California legislature. The bill, which was sponsored by the Corporations Committee of the Business Law Section of the California State Bar, defines a finder as a natural person who, for direct...

California Crowdfunding Bill In Suspense

Yesterday, Broc Romanek published several posts regarding crowdfunding.  Meanwhile here in California, crowd funding has stalled in the legislature.  AB 722 (Perea) passed unanimously out the Assembly Committee on Judiciary and on a 9-2 vote out of...