The Legality Of Corporate Giving
According to the Chronicle of Philanthropy, the top three corporate philanthropists (Wells Fargo, Walmart and Chevron) in 2012 gave nearly $900 million in cash in 2012. At the most fundamental level,...
View ArticleThis Proposed Amendment To DGCL Section 141(f) Is A Curate’s Egg
In AGR Halifax Fund, Inc. v. Fiscina, 743 A.2d 1188 (1999), the Delaware Court of Chancery was asked to decide whether a consent given by persons before they became directors could become effective if...
View ArticleIs This Proposed Amendment To Delaware’s Stockholder Consent Statute Really...
Recently, I wrote about a proposal to amend Section 141(f) of the Delaware General Corporation Law to permit inchoate directors to take action by written consent. The Corporation Law Section of the...
View ArticleSome Things That The Corporations Code Doesn’t Tell You About Annual Meetings
Annual meetings of shareholders are important. If a corporation fails to hold one for a period of 60 days after the designated date or, if no date is designated, for 15 months, then the superior court...
View ArticleFee Shifting Bylaw Provisions May Face Constitutional Limitation
The corporate governance world has been disquieted by Delaware Supreme Court Justice Carolyn Berger’s recent opinion that upheld the validity of a fee-shifting bylaw provision in the bylaws of a...
View ArticleReplacement Of Lost Stock Certificate Is Not An Internal Affair, But So What?
U.S. District Court Judge Edward M. Chen recently ruled that a stockholder could maintain an action under California Corporations Code Section 419 for replacement of a lost, stolen or destroyed...
View ArticleAre Alternate Committee Members “Then Serving”?
A number of amendments to Delaware’s General Corporation Law took effect at the beginning of this month. One of these changes was to establish a default quorum requirement for meetings of committees...
View ArticleWho Votes As Proxy For Shares Standing In The Name Of Another Corporation?
The Proxy Season blog yesterday discussed the following question from the Q&A Forum of TheCorporateCounsel.net: Under Delaware law, can a Board of Directors authorize a person who is not an officer...
View ArticleHow The Proposed Fix To Delaware’s Stockholder Consent Statute Can Be Fixed
Earlier this week, I wrote about a proposed amendment to Section 228 of the Delaware General Corporation Law. The amendment, which is proposed by The Corporate Council of the Corporation Law Section...
View ArticleA Shareholder Consent In Its Dotage May Or May Not Be Valid
California Corporations Code Section 603(a) broadly authorizes shareholder action by written consent: Unless otherwise provided in the articles, any action that may be taken at any annual or special...
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