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...

Will Mallory Doom Delaware's Officer Exculpation Statute And Its Corporate Hegemony?

Last summer, Delaware amended Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty.  See Officer Exculpation Is Old News And Automatic In...

Officer Exculpation Is Old News And Automatic In This State

Delaware's decision last summer to amend Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty is attracting a great deal of attention. ...

Is The Right To Sue Officers A Power, Preference Or Special Right?

Earlier this month the Electrical Workers Pension Fund, Local 103, I.B.E.W. filed a verified class action complaint in the Delaware Court of Chancery against Fox Corporation.  (Case No. 2022-1007-MTZ (filed Nov. 4, 2022)).  The complaint challenges...

The SEC's Immensely Impracticable Impracticability Exception

This week's posts have been discussing the recent adoption by the Securities and Exchange Commission of rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies providing for...

The SEC's Failure To Update May Defenestrate Claw-Back Rule Making

As has been widely reported, the Securities and Exchange Commission last week finally adopted rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies providing for the recovery...

Voting Of Shares Held By Multiple Owners

Shares can be held of record by multiple owners in a variety of ways, including as fiduciaries, members of a partnership, joint tenants, tenants in common, spouses as community property, tenants by the entirety, voting trustees, or persons entitled...

Delaware Now Authorizes Exculpation Of Officers, But On What Basis?

Effective August 1, 2022, Delaware amended Section 102(b)(7) of its General Corporation Law to allow a Delaware corporation to include in its certificate of incorporation a provision exculpating certain of its officers.  Notably and unlike the...

The General Corporation Law's Filioque

The Nicene Creed as approved by the Council of Constantinople in 381 A.D. included the following: "τὸ ἐκ τοῦ πατρὸς ἐκπορευόμενον (who proceeds from the father).  About 200 years later at the Third Council of Toledo, the Western Christian Church,...

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