Plowing Through The Ambiguities Of California's Record Date Statute

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...

Court Rejects Control Requirement For Director Liability

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...

Straining The Quality Of Mercy? Nevada's Exculpation Statute

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 §...

California/Delaware Symposium Next Friday In LA!

As a reminder, the Los Angeles County Bar Association's annual California/Delaware Law Symposium is next week.  Information on registration is available here.

In A Securities Fraud Action, The Date Of Filing May Determine Whether You Win Or Lose (And I'm Not Referring To The Statute Of Limitations)

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.

Court of Appeal Upholds Contractual Limitations Period In Acquisition Agreement

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,...

Voting By Trustees

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?

Board Meetings And The "Annihilation of Distance"

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...

Comparing Books And Records Stockholder Inspection Rights In California, Delaware and Nevada

The right of a stockholder to inspect a corporate books and records was originally a common law right. California, Delaware and Nevada have since codified stockholder inspection rights.