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What California Lawyers May Learn From This Delaware Case

Shortly before leaving Delaware's Court of Chancery in 2015, Vice Chancellor Donald F. Parsons issued a decision that is widely known for the conclusion that Section 205 of the Delaware General Corporation Law does not authorize the Court of...

Corporate Governance

Would Glass Lewis Have Anything To Do If It Were Consistent?

Ralph Waldo Emerson famously derided a foolish consistency, famously writing in his essay, Self-Reliance:

"With consistency a great soul has simply nothing to do. He may as well concern himself with his shadow on the wall. Speak what you think now...

Glass Lewis, section 602(a), Supermajority vote, Bob Lamm, California Corporations Code, Corporate Governance, proxy voting guidelines, Section 902(a)

Can A Corporation Be An Officer?

William & Mary Law Review recently published Professor Stephen Bainbridge's article, Corporate Directors in the United Kingdom.  The abstract begins with the following observation:

In the United States, state corporation law uniformly provides that...

officers, Corporate Governance, Cal. Corp. Code Section 312, director, natural person, NRS 78.115, NRS 78.130, Section 18, Section 312

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

Does ISS' Voting Recommendations Reflect Analysis Or Consensus?

I always appreciate comments from readers of this blog.  One reader responded to yesterday's post concerning ISS opposition to classified boards: "You seem to be under the impression that ISS comes up with its guidelines through academic research. ...

policy updates, Corporate Governance, alma cohen, Classified Board, cremers, declassification, Institutional Shareholder Services, ISS, lucian bebchuk, sepe

Is ISS A Board Declassification Denier?

Institutional Shareholder Services (aka ISS) recently published its 2018 Americas Proxy Voting Guidelines Update.  Among other changes, ISS will now recommend a vote against or withhold from the entire board of directors (except new nominees,...

Corporate Governance, proxy voting guidelines, Classified Board, declassify, Institutional Shareholder Services, ISS

Is Every Agent A Fiduciary?

In common parlance, a fiduciary is someone you can trust.  The word itself is related to the Latin word, fidere, meaning to trust.  We name our dogs "Fido" because dogs are trustworthy companions.  For example, a dog named Hachiko (忠犬ハチ公) faithfully...

Restatement (Third) of Agency, Corporate Governance, Agent, Civil Code, fiduciary, Section 2295, Section 2322

Shareholders Sues Officer Of Delaware Corporation In California State Court, Should Texas Law Apply?

Yesterday's post discussed one aspect of the California Court of Appeal's opinion in Central Laborers' Pension Fund v. McAfee, Inc., 2017 Cal. App. LEXIS 1008.  The case arose from Intel Corporation's acquisition of McAfee, Inc., a Delaware...

McAfee, officers, Corporate Governance, Central Laborers, Choice of Law/Conflict of Law, Section 2116

A Corporate Law Takeaway From Judge Nelson's Ruling In Talcum Powder Case

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After a three week trial that included extensive expert testimony, a Los Angeles jury returned a $417 million verdict against Johnson & Johnson ($68 million non-economic and $340 million punitive damages) and its subsidiary Johnson &...

Maren Nelson, talcum powder, Corporate Governance, Alter Ego, Echeverria, Johnson & Johnson, subsidiary

Valid Reasons May Exist For Reincorporating In Delaware, But This Isn't One Of Them

I am always interested in the reasons that corporations give when seeking approval to reincorporate from California to Delaware.  One company in a recently filed proxy statement made the following claim (among others):

Enhanced Flexibility to...

reincorporation, Corporate Governance, ab 571, distributions to shareholders, Section 500

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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