What Can Be Done If You Believe That You Were Improperly Appointed An Officer Or Director

On occasion, someone might perceive that they have been improperly  appointed as a director or officer of a corporation.  If this unfortunate circumstance occur, is there any mechanism for publicly disclaiming the appointment?  

Does A Board Have A Fiduciary Duty To Eliminate Delaware Franchise Taxes By Reincorporating In Nevada?

I have recently written about TripAdvisor's proposal to redomesticate, by conversion, from Delaware to  Nevada.   The first reason given for the move in TripAdvisor's proxy statement is saving money:

Can Your Corporation's Or LLC's Name Be An Emoji?

The word "emoji" is the romanization of two Japanese words (絵 and 文字) that together mean picture character.   Emojis essentially marry an ancient form of writing, pictography, to a modern technology, smart phones.  

Thomas Wolfe On The Profit Motive

I have a particular fondness for Thomas Wolfe because like him I lived in Asheville, North Carolina and later attended Harvard.  In his masterwork, Look Homeward Angel, Wolfe writes about the fictional town of Altamont which is Asheville's...

Federal Court Rules California Board Quota Law Unconstitutional

A little over a year ago, I wrote that California Superior Court Judge Terry Green had found that AB 979 facially violates the Equal Protection Clause of the California Constitution,  Cal. Const. Art. I, § 7.  Crest v. Padilla, L.A. Super. Ct. Case...

Does The California Legislature Really Believe In the Existence Of Limited Liability Corporations?

The California Corporations Code includes provides for the formation of corporations as well as limited liability companies. However, it does not provide for the formation of limited liability corporations. Oddly, however, the California legislature...

DFPI, CFTC And Hawaii DCCA/SEB File Suit Against Precious Metals Dealer

Yesterday, the California Department of Financial Protection & Innovation joined with the Commodity Futures Trading Commission and the Hawaii Department of Commerce and Consumer Affairs, Securities Enforcement Branch in filing suit in U.S. District...

Does California Charter Law Breakers?

As Vice Chancellor, Leo E. Strine Jr. once declared "Delaware law does not charter law breakers".  In re Massey Energy Co., No. CIV. A. 5430-VCS, 2011 WL 2176479, at *20 (Del. Ch. May 31, 2011). The California General Corporation Law seems to echo...

Can Artificial Intelligence Beget A Corporation?

What if artificial intelligence takes control, could it begin to populate the world with corporations that it has begotten? To answer this question, one must define "artificial intelligence". Although several current California statutes refer to...