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    Why Are Stockholders Of A Nevada Corporation Invoking The DGCL?

    When the minority stockholders of a Nevada corporation, Scientific Games Corporation sued the company’s controlling stockholder and members of its allegedly “handpicked” board of directors for breaches of fiduciary duty and violations of the...

    nevada corporation, Bylaws, exclusive forum

    FTB Publishes Disinformation About Corporations

    Recently, I happened across a summary of the "key features" of a corporation on the California Franchise Tax Board's website.  Recognizing that it is always a challenge to summarize accurately complex legal matters, I do beg to differ with some of...

    Nevada Corporations, Section 2105, Corporate Governance, Alter Ego, Bylaws, chapter 5, franchise tax board, Section 506

    Putting These Provisions In Bylaws Won't Be Sufficient

    Section 202 of the California Corporations Code lists those provisions that must be included in a California corporation's articles of incorporation in order for them the be accepted by the Secretary of State for filing.  There are a number of other...

    Corporate Governance, articles of incorporation, Bylaws, General Corporation Law, Section 204(a)

    California Proposes To End Bylaw Amendment Reviews

    Credit Unions got their start in Nineteenth Century Germany.  In 1909, Roman Catholic textile workers opened the first credit union in the United States, St. Mary's Cooperative Credit Association (later, renamed La Caisse Populaire Ste.-Marie).  At...

    10 CCR 30.105, Financial Code, NCUA, Uncategorized, amendment, Bylaws, Commissioner of Business Oversight, Credit Union, Financial Institutions, state charter

    California And The "Entitled To Vote" Standard

    Recently, I came across a proxy statement for a California corporation that stated the vote required for shareholder action on several proposals was "the affirmative vote of the majority of the shares represented at the Annual Meeting and entitled...

    Section 204(a)(5), Corporate Governance, abstentions, articles of incorporation, Bylaws, entitled to vote, Section 602, votes cast