UCLA Law School Professor Stephen Bainbridge recently commented Vice Chancellor Glasscock's recent memorandum opinion in In re The Chemours Co. Deriv. Litig., (Del. Ch. Case No. 2020-0786-SG, Nov. 1, 2021). Professor Bainbridge notes that the ...
Making Distributions - No Need To Mind The GAAP
Posted on November 16, 2021
When Is The "Time Of Distribution" To Shareholders?
Posted on October 21, 2021
"As I was walking down the street one dayA man came up to me and asked me what the time was that was on my watch, yeahAnd I said . . ."*
Chapter 5 of the California General Corporation law prohibits a distribution to shareholders unless certain...
How To Eliminate Accrued Dividends
Posted on July 08, 2021
The existence of accrued and unpaid dividends can hang like an ominous cloud over a corporation's future financings. Are these accrued but unpaid dividends in the nature of a debt that cannot be erased by an amendment of the articles?
Committee Authority To Authorize Share Repurchases
Posted on May 04, 2021
Section 311 of the California Corporations Code authorizes the creation of one or more committees. Unlike Delaware, a committee of the board must have two or more members. The board of directors may vest all of the authority of the board in a...
Calling All Stock Certificates
Posted on January 17, 2017
Last week, Broc Romanek's Mentor Blog addressed the question of what to do about outstanding stock certificates following a reverse stock split. Today, I'll weigh in with a California perspective.
