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    A Field Guide To Distinguishing Directors From Officers

    A colleague who is not a corporate lawyer recently noted that in common parlance directors and officers are often simply lumped together as the "same thing".   He suggested that I devote a post to a primer on the differences between directors and...

    Frances T. v. Village Green, standard of care, Corporate Governance, agents, Section 300, section 309

    Can Pseudo-Foreign Corporations Exonerate Their Directors?

    Corporations Code Section 2115 is not an easy read.  Fortunately, California Supreme Court Chief Justice Tani Cantil-Sakauye has provided a more digestible overview of the statute:

    Greb v. Diamond International, Pseudo foreign corporation, Section 2115, Choice of Law/Conflict of Law, internal affairs doctrine, Section 204(a)(10), section 309

    Why An Understanding Of Officers As Agents May Be Important

    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, Restatement (Second) Agency, California Corporations Code, Corporate Governance, business judgment rule, California Civil Code, fiduciary duty, Labor Code, Section 2116, section 309

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