When May Shares Be Voted Without A Proxy Or Without Transfer Into The Holder's Name?

In most cases, Generally speaking, only the record owners of shares on the record date are entitled to vote under the California General Corporation Law. As with most generalizations, however, there are exceptions. For example, Section 702(a) of the...

Do Corporate Boards Necessarily Breach Their Fiduciary Duties When They Approve Illegal Conduct?

In a recent blog post on the Business Law Prof Blog, Tulane Law professor Ann M. Lipton opined:

Are Disparate Voting Rights Based On The Identity Of Holders Permitted?

John Jenkins at DealerLawyers.com writes today about a decision by Vice Chancellor J. Travis Laster concluding that disparate voting rights based on the identity of the holders is permitted by the Delaware General Corporation Law.   Colon v. Bumble,...

Must A Parent Of A Constituent Corporation Sign The Agreement Of Merger?

In California practice, a merger reorganization will typically involve two agreements - one short, the other not.  The Corporations Code refers to the shorter agreement as the "agreement of merger".   At a minimum it must include all of the following:

Are Directors Employees And Are Their Homes Their "Workplaces"?

Over the years, I have devoted several posts to the question of whether corporate directors are employees:

Judge Rules Beneficial Owner of Shares Lacks Standing to Bring Direct Claims Against Corporation and its CEO

The plaintiffs in Chan v. ArcSOFT, Inc., 2023 WL 2788585, believed that they had been misled in a buyout of their shares and so they sued the company and its Chief Executive officer. One of the plaintiffs, Marc Chan, did not own shares in ArcSOFT...

Court Holds Corporations Owed Duty To Protect Third Parties From Abuse By Sole Shareholder

Michael Jackson died in 2009. After his death, two plaintiffs filed complaints against two corporations of which Michael Jackson was the sole shareholder. The trial court sustained the plaintiffs' demurrer setting up appeals to the California Court...

What Are The Duties Of Directors In Electing, Selecting, Or Nominating Directors?

Section 309 of the California Corporations Code specifies the standard of performance applicable to directors in performing their duties as directors of corporations organized under the California General Corporation Law. The Nonprofit Corporation...

Where Exactly Is It Written That Directors And Officers Are Fiduciaries?

A neophyte to corporate law might ask where is it written in the California General Corporation Law that directors and officers are fiduciaries. The answer is nowhere. In fact, the phrase "fiduciary duty" appears only once in the GCL - in Section...

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