Judge Rules Shareholders Can Pursue Derivative Claim Following A "Conversion"
Posted on May 21, 2025

A year ago, I posited the question whether a derivative suit can survive a conversion.  See  Can A Derivative Suit Survive Conversion? I raised that question in reference to Palkon v. Maffei,2024 WL 678204 (Del. Ch. Feb. 20, 2024), in which the...

Articles Of Incorporation Doom Representational Standing
Posted on June 21, 2023
The Short Term Rental Alliance of San Diego is an advocacy and education organization whose members include landlords and hosts with at least one single-family short-term rental property located in the “San Diego Coastal Overlay.”   It is a nonprofit...
Court Of Appeal Imposes "Continuous Directorship" Requirement For Standing
Posted on August 18, 2021

Several provisions of California's Nonprofit Public Benefit Corporation Law confer standing on an officer, director, or member. See Sections 5142, 5223, 5233, and/or 5710. In an opinion issued yesterday, the Court of Appeal addressed the question of...

Do Outsiders Have Standing?
Posted on January 12, 2017

One of the essential elements of a contract is the consent of the parties. Cal. Civ. Code § 1550(2). When a party is a corporation, there is always a question of whether the person or persons signing the contract have the authority to do so on...

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