Court Rules Director Of California Corporation Has A Duty To Disclose When Soliciting Consents
The California General Corporation Law permits shareholders to take action by written consent, unless otherwise provided in the articles of incorporation. Cal. Corp. Code § 603(a). When shareholder action is taken by written consent, the GCL imposes...
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:

Are Directors Employees?

Yesterday's post concerned a case in which a California Court of Appeal held that an arbitrator must decide whether a former partner is an employee.  This reminded me of this six year old post

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:

Can The Board Remove A Director?

Can a board of directors remove one of its own? In the case of a California corporation, the answer is no. The power to remove directors is vested in the shareholders and the superior court pursuant to Corporations Code Section 303 and 304. While...