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Should Directors Be Required To Have Valid Passports?

Lately, I've had occasion to think about director qualifications.  Section 212(b)(4) of the California Corporations Code permits the bylaws to to specify the qualifications of directors.  In Section 141(b),the Delaware General Corporation Law...

Nevada Set To Boost Business Fees For Domestic And Foreign Corporations By 150%

Last week, the Nevada legislature passed what the Reno Gazette-Journal has branded as the state's "largest-ever tax increase".  Although the state's legislative website does not yet list the bill as having been approved by Governor Brian Sandoval,...

Could This Really Be The Origin Of Due Process?

On Monday, I wrote about the upcoming 800th anniversary of the Magna Carta.  The California Assembly recently took note of the upcoming octocentennial and is considering adoption of a commemorative concurrent resolution.  The resolution, ACR 76,...

Why The WSJ Is Wrong About SEC Rulemaking On Claw backs

As noted by Broc Romanek, The Wall Street Journal yesterday announced:

The Securities and Exchange Commission will soon propose long-awaited rules forcing companies to claw back, or revoke, some of their top officials’ incentive pay if they have to...

Court Finds No "Road of Imprudence" or "Chasm of Equity" In Section 25504

Faithful readers of this blog will be familiar with the structure of the California Corporate Securities Law.  Part 5 of the CSL (Cal. Corp. Code §§ 25400 - 25404) proscribes various conduct and Part 6 (Cal. Corp. Code §§ 25500 - 25510) establishes...

No Pay Bylaws Fall Short Of Ending Forced Subsidization

In this post published yesterday on The Harvard Law School Forum on Corporate Governance and Financial Regulation, Delaware lawyer A. Thompson Bayliss and Mark Mixon write that no pay provisions "could transform stockholder litigation without the...

Why The Wall Street Journal Is Wrong About The Magna Carta

On Saturday, The Wall Street Journal published an article by Daniel Harmann celebrating the 800th anniversary of the Magna Carta. In recognition of this event, this blog has sporadically published translations of portions of the famous charter.  See 

Jury Verdict Unhinged By Holding That Incardination Isn't Necessarily Employment

The ecclesiastical doctrine of incardination defines the relationship between clerics and the church.  According to the United States Conference of Bishops (no relation), "incardination is traditionally used to refer to the attachment of the priest...

Stock Repurchases: "We Can't Think Of Anything Better To Do With Your Money"

The Wall Street Journal took aim yesterday at stock repurchases and dividend payments, citing a commissioned study that concluded:

"companies in the S&P 500 index sharply increased their spending on dividends and buybacks to a median 36% of...

Does Mandated Unbundling Deprive Stockholders The Right To Vote On The Whole?

A forthcoming academic paper looks for bundling in more than 1,500 management proposals between 2003 and 2012.  Bundling occurs when multiple matters are combined into a single proposal.  The authors, James Cox, Fabrizio FerriColleen Honigsberg,...

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
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