What Can Be Done If You Believe That You Were Improperly Appointed An Officer Or Director

On occasion, someone might perceive that they have been improperly  appointed as a director or officer of a corporation.  If this unfortunate circumstance occur, is there any mechanism for publicly disclaiming the appointment?  

Does A Board Have A Fiduciary Duty To Eliminate Delaware Franchise Taxes By Reincorporating In Nevada?

I have recently written about TripAdvisor's proposal to redomesticate, by conversion, from Delaware to  Nevada.   The first reason given for the move in TripAdvisor's proxy statement is saving money:

Thomas Wolfe On The Profit Motive

I have a particular fondness for Thomas Wolfe because like him I lived in Asheville, North Carolina and later attended Harvard.  In his masterwork, Look Homeward Angel, Wolfe writes about the fictional town of Altamont which is Asheville's...

Federal Court Rules California Board Quota Law Unconstitutional

A little over a year ago, I wrote that California Superior Court Judge Terry Green had found that AB 979 facially violates the Equal Protection Clause of the California Constitution,  Cal. Const. Art. I, § 7.  Crest v. Padilla, L.A. Super. Ct. Case...

California And Vice Chancellor Laster Are 180˚  Apart On The "Circle Of Confidentiality"

In Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC, 2023 WL 2417273 (Del. Ch. Mar. 9, 2023), Vice Chancellor J. Travis Laster ruled that two investment funds were within the "circle of confidentiality" that encompassed the corporation...

Does The Business Judgement Rule Protect Decisions Based On AI?

The California General Corporation Law entitles directors in performing their duties to rely upon information, opinions, reports or statements of others. Cal. Corp. Code § 309(b). Does the statute protect a director who relies upon a statement or...

Is There A President AI In Your Corporation's Future?

Artificial intelligence (AI) has attracted a great deal of attention of late.  Last week, for example, CNN headlined a recent story "Elon Musk warns AI could cause ‘civilization destruction’ even as he invests in it". If AI can write a credible term...

DFPI Embraces ESG Investing But Has It Overlooked An "Inconvenient Truth"?

In honor of Earth Day, the California Department of Financial Protection & Innovation is promoting Environmental, Social, and Governance (ESG) investing on its website: "Embracing Sustainable Investment Practices with ESG Investing". According to...

A Defining Characteristic Of Officers Is That They Hold An Office

The last several posts have been examining the definition, or lack thereof, of the term "officer".   The term is widely used, but is not necessarily defined by in corporation laws.  As noted in the first of these posts, Section 312 of the California...

1 ...
3 4 5 6 7