What Steps Does a Board Need to Take to Ratify a Defective Corporate Act?
1. Draft a Resolution. For each act that needs ratification, the resolution must include: (a) the defective act, (b) the date the act...more
How do advancement or indemnification rights arise?
Section 145 of the Delaware General Corporation Law (DGCL) allows corporations to protect present and former directors and officers from expenses incurred in connection...more
Last week’s Corporate Guide discussed one circumstance — in the context of stockholder litigation — where directors’ and officers’ emails may be requested and produced, a books and records demand under Section 220 of the...more
Does my company need to have a Stockholder meeting every year?
• According to Section 211 of the Delaware General Corporation Law (DGCL), a stockholder meeting should be held annually to elect directors and to transact...more