Court Rules Director Of California Corporation Has A Duty To Disclose When Soliciting Consents
Posted on December 01, 2023
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"?
Posted on August 24, 2023

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

Are Directors Employees?
Posted on November 11, 2022

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?
Posted on November 29, 2017

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?
Posted on March 02, 2017

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...

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