Abandoning Cumulative Voting Does Not Extend Term Of Office

In November 2018, the citizens of Mission Viejo elected three persons to the City Council for two-year terms of office, rather than four years as prescribed by California Government Code section 57377. This was done pursuant to the terms of a...

Court Rules Director Of California Corporation Has A Duty To Disclose When Soliciting Consents
The California General Corporation Law permits shareholders to take action by written consent, unless otherwise provided in the articles of incorporation. Cal. Corp. Code § 603(a). When shareholder action is taken by written consent, the GCL imposes...
May Directors Vote By Proxy?

Neither California's nor Delaware's General Corporation Law expressly prohibits directors from being represented by proxy at board meetings. However, it appears to have been well settled in Delaware since at least 1915 that directors may not vote by...

Are Directors Employees And Are Their Homes Their "Workplaces"?

Over the years, I have devoted several posts to the question of whether corporate directors are employees:

Discerning When A Director Has Acted With "Reckless Disregard"

Section 204(a)(10) of the California Corporations Code permits the articles of incorporation to include provisions eliminating or limiting the personal liability of a director for monetary damages in an action brought by or in the right of the...

Court Of Appeal Declines To "Sit On" Board Diversity Judgment

In July, California Secretary of State Shirley Weber filed a petition for a writ of supersedeas in the California Court of Appeal with respect to the trial court's judgment in Crest v. Padilla. In that case, the trial court permanently enjoined and...

Are Directors Employees?

Yesterday's post concerned a case in which a California Court of Appeal held that an arbitrator must decide whether a former partner is an employee.  This reminded me of this six year old post

What's Justice And Reasonableness Got To Do, Got To Do With It?

Section 310 of the California Corporations Code concerns two different types of contracts or transactions.  The first concerns a contract or other transaction between the corporation and one or more of its directors, or between the corporation and...

May A Board Sanction A Director By Withholding Corporate Information?

A recent Alaska Supreme Court decisions addresses, but does not decide, the question of whether a corporation may punish a director by withholding corporate information.  In Borer v. Eyak Corp., 2022 Alas. LEXIS 37, a winning candidate for a seat on...

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