California Corporate & Securities Law

Professor Stephen Bainbridge recently tackled the question of whether the business judgment rule applies to a corporate board's selection of an expert. Section 141(e) of the Delaware General Corporation Law fully protects a director "in relying in...

"You can check out any time you likeBut you can never leave"

Yesterday's post concerned, a recent ruling by Vice Chancellor Sam Glasscock in Lacey v. Mota-Velasco, C.A. No. 2019-0312-SG (Del. Ch. Feb. 11, 2021).  In finding that a director's duties are fiduciary, not contractual, the Vice Chancellor observed:

You can read Delaware's General Corporation Law front to back and back to front and still know very little about Delaware corporate law. The reason is that most of the important rules are not found in statutes but in a myriad of court decisions. The...

Several provisions of the Delaware General Corporation Law authorize or require that a notice or communication be in "writing" or "written". For example, Section 142(b) provides "Any officer may resign at any time upon written notice to the...

Since the turn of this century, Delaware has allowed corporations to give notices to stockholders by electronic transmission. 8 Del. Code § 232(a). However, the statute is conditioned upon the stockholder's consent. California has a similar consent...

Seventeen years ago, Delaware amended Section 211 of the Delaware General Corporation Law to permit corporations to hold electronic meetings of stockholders.  72 Del. Laws, c. 343, §§ 7, 8. In the ensuing years, an increasing number of corporations...