For How Long Is That Proxy Valid?

Section 705(a) of the California Corporations Code provides that no proxy is valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. This is a reflection of the fact that proxies are typically obtained...

Does Delaware Have Personal Jurisdiction Over Controlling Stockholders?

Delaware Chancellor Kathaleen St. J. McCormick's decision to set aside Elon Musk's multibillion dollar compensation package with Tesla, Inc. has garnered widespread in the general and legal press.  Tornetta v. Musk, 2024 WL 343699, (Del. Ch. Jan. 30,...

Is "Degrowth" About To Grow?

In recent years, many companies and some investors have embraced ESG (environmental, social and governance) objectives.  The move to embrace ESG has led to an "escalating backlash" according to The Conference Board. Now, some are advancing an even...

Is The General Counsel Ipso Facto A Corporate Officer?

One difficulty of answering the question of whether a general counsel is a corporate officer is that the California General Corporation Law does not define "officer".  Corporations Code Section 312(a) requires a corporation to have "(1) a chairperson...

Segway Segues Over Choice Of Law Question Inherent In Officer Caremark Claims

Last year, Vice Chancellor J. Travis Laster's  ruled that McDonald's Corporation's former Executive Vice President and Global ChiefPeople Officer, David Fairhurst, owed a duty of oversight comparable to the duty articulated by Chancellor Allen in In...

I Say Again That Section 2116 Says Nothing About Officers

Recently, I took note of the fact that the California Supreme Court as granted review of EpicentRx, In.c v. Superior Court,95 Cal. App. 5th 890 (2023),review granted 539 P.3d 118 (2023).   This was a case that I discussed last September in which the...

“Get Foreign Money Out of California Elections Act” Is Set To Advance

On December 16, 2022, California Assembly Member Alex Lee introduced AB 83 which would enact the "Get Foreign Money Out of California Elections Act. Six months later he requested that the bill be moved to the inactive file. When the legislature...

Are The Harvard Corporation Members Answerable Only To G-D?

On December 12, 2023, the Harvard Corporation  unanimously reaffirmed its support for President Claudine Gay's continued leadership despite her controversial testimony before the U.S. Congress and allegations of plagiarism. Harvard is a corporation...

If Harvard Is A Corporation, Does Its Board Owe Fiduciary Duties?

Of late, Harvard has garnered an abundance of attention regarding the continued incumbency of its President. Despite widely criticized testimony before Congress and the publication of allegations of plagiarism, the Harvard Corporation recently...

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