You Won't Find This "Bedrock" Delaware Doctrine In California Case Law (At Least Not Yet)

In Orzeck v. Englehart, 195 A.2d  375 (Del. 1963), the Delaware Supreme Court adopted what the Court of Chancery subsequently described as a "bedrock" doctrine of Delaware corporate law - the "Doctrine of Independent Legal Significance".   Warner...

Unincorporated Association Governance - Waiting For The Legislature

In 2004, the California legislature enacted an unincorporated associations law as part of the Corporations Code.  Cal. Stats. 2004, ch. 178 (SB 1746).   At the time, the law governing unincorporated associations consisted of various scattered...

Some Publicly Traded Corporations Have The Right To Remain Silent When They Are Publicly Held

Readers of this space will know that the California's board diversity statutes apply to "publicly held corporations" and that California's corporate disclosure law applies to "publicly traded corporations".   Although these two terms are...

Should Insider Reverse Veil Piercing Be Applied To Protect Constitutional Rights?

Last Friday's post addressed Vice Chancellor Slights' novel ruling that outsider reverse veil piercing is an equitable remedy that is available in Delaware.  Manichaean Capital v. Excela Technologies, Inc., 2021 Del. Ch. LEXIS 100.  What about...

The SEC's Has A Rule For That (Sort Of) . . .

John Jenkins at DealLawyers.com took note of this recent blog by Professor Ann Lipton concerning the stockholder vote at The Tribune Publishing Company.  The gist of both these blogs was the decision by a 24% stockholder in the Tribune to return a...

Are Board Retirement Age Policies Illegal?

In the Mentor Blog today, Lynn Jokela writes about mandatory board retirement age policies at S&P 500 companies.   Are such policies illegal in California?

Corporations Code Saves Church Property

The  AME Zion Church of Palo Alto, Inc. was founded in 1918 and has occupied its sanctuary for over a half century.  In 2018, the Bishop of the Western Episcopal District of The African Method Episcopal Zion Church importuned the church's pastor...

Want To Be Classified As "Diverse"?  According To ISS, Be A Member Of The Right Club

Earlier this week, I wrote about the classifications used by ISS in determining whether a director is "diverse".  In short, I found ISS' scheme illogical and perverse.  California's board diversity mandate uses different categories, but does not...

ISS' Arbitrary And Capricious Assessment Of Board Diversity

Last week, Liz Dunshee at TheCorporateCounsel.net noted that ISS has updated its policies and procedures to explain how it assesses racial and ethnic diversity.  Currently, ISS considers board diversity in making voting recommendations for two of...

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