Yesterday's post discussed the meaning of the term "officer" under the California General Corporation Law. It may surprise no one that Delaware's statute, 8 Del. Code § 142, is different. Unlike Section 312 of the California Corporations Code,...
Delaware Does And Doesn't Define "Officer"
Posted on April 18, 2023
Is The Right To Sue Officers A Power, Preference Or Special Right?
Posted on November 15, 2022
Earlier this month the Electrical Workers Pension Fund, Local 103, I.B.E.W. filed a verified class action complaint in the Delaware Court of Chancery against Fox Corporation. (Case No. 2022-1007-MTZ (filed Nov. 4, 2022)). The complaint challenges...
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:
Shareholders Sues Officer Of Delaware Corporation In California State Court, Should Texas Law Apply?
Posted on November 17, 2017
Yesterday's post discussed one aspect of the California Court of Appeal's opinion in Central Laborers' Pension Fund v. McAfee, Inc., 2017 Cal. App. LEXIS 1008. The case arose from Intel Corporation's acquisition of McAfee, Inc., a Delaware...
Why An Understanding Of Officers As Agents May Be Important
Posted on March 03, 2017
In several recent posts, I have noted that officers, unlike directors, are agents of the corporation. Recognizing the agency status of officers can affect the legal analysis in a number of significant ways, including:
Officers And The Business Judgment Rule
Posted on February 24, 2017
Last weekend, I attended a symposium at the UCLA School of Law entitled "Can Delaware Be Dethroned? Evaluating Delaware’s Dominance of Corporate Law". The event, organized by ever erudite Professor Stephen Bainbridge, featured presentations by...
