FCPA Compliance Report: Navigating Corporate Scandals: Insights on Governance, Compliance, and Recovery with Steve Vincze
Innovation in Compliance: Scaling Compliance Programs: Insights from a Navy Veteran and Compliance Leader
Regulatory Ramblings: Episode 74 - Global Women in AI/Corporate Director Liability: Discretionary, Not Fiduciary with Tram Anh Nguyen and Marc I. Steinberg
Avoiding a Bored Board
Compliance Tip of the Day: COSO Governance Framework: Part 2, Oversight
Daily Compliance News: July 11, 2025, The What is a COI Edition
Five Tips for a New Public Company Director
Everything Compliance: Shout Outs and Rants: Episode 156
Compliance Tip of the Day – COSO Objective 1 – Control Environment
Sunday Book Review: June 15, 2025. The Books on Corporate Governance Edition
Compliance Tip of the Day: Board Oversight on Internal Controls
Great Women in Compliance: Board Bond - Why Ethics & Compliance Professionals Should Be on Boards and How to Get on One
Tariffs and Trade Series: What Boards of Directors Need to Know
Third-Party Risk The competitive world of banking struggles to keep up with technological advances, particularly in a regulatory environment.
The Privacy Insider Podcast Episode 4: Don't Be Evil: In the Hot Seat of Data Privacy, Part 1
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
“Monsters, Inc.” y el buen gobierno corporativo
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
In Drulias v. 1st Century Bancshares, Inc. 30 Cal. App. 5th 696 (2018), the plaintiff was a shareholder in a Delaware corporation whose board of directors approved a merger agreement and at the same time adopted a forum...more
A little more than eight years ago, I wrote about U.S. District Court Judge Ronald M. Whyte's ruling that a corporate board of directors lacks the capacity of being sued. Theta Chi Fraternity, Inc. v. Leland Stanford Junior...more
In a recent post, Professor Stephen Bainbridge discusses the question of when a controlling shareholder owes fiduciary duties to minority shareholders. Knowing when controlling shareholder owes fiduciary duties is one thing,...more
Professor Stephen Bainbridge recently commented on a decision by Vice Chancellor J. Travis Laster finding that Section 141(a) of the Delaware General Corporation Law trumps most of the provisions of a so-called "new wave"...more
The California Code of Civil Procedure sets forth the general rules governing the service of summons. Cal. Code Civ. Proc. §§ 415.10 - 415.95. Chapter 17 of the General Corporation Law adds to these provisions. In some...more
It is sometimes said that California Corporations Code section 2116 "codifies" the internal affairs doctrine. See, e.g., Drulias v. 1st Century Bancshares, Inc., 30 Cal. App. 5th 696, 705, 241 Cal. Rptr. 3d 843, 851...more
Over the years, I have commented on the fact that the California Court of Appeal has yet to apply In re Caremark International Inc., 698 A.2d 959 (Del. Ch. 1996) to the directors of a California corporation. Last Friday,...more
Four years ago, I wrote about an unpublished decision by the Court of Appeal concerning shareholder inspection rights under the California General Corporation Law. The denouement of that opinion was that the shareholder was...more
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)). ...more
The Nicene Creed as approved by the Council of Constantinople in 381 A.D. included the following: "τὸ ἐκ τοῦ πατρὸς ἐκπορευόμενον (who proceeds from the father). About 200 years later at the Third Council of Toledo, the...more
The California Constitution declares that trial by jury is an "inviolate right" that "shall be secured to all". Cal. Const. Art. I, §16. Despite this expansive language, this right in the civil context is generally limited...more
Having read Professor Stephen Bainbridge's post about the origins of the judicial doctrine that directors must act on an informed basis, I passed along a reference to the California Supreme Court's in Fox v. Hale & Norcross...more
Section 204(a)(9) of the California Corporations Code allows the articles of incorporation to include a provision requiring the approval of the shareholders (Section 153) or the approval of the outstanding shares (Section...more
Last year, the Delaware Supreme Court adopted a tripartite test for assessing demand futility allegations in derivative actions. United Food & Commercial Workers Union v. Zuckerberg 262 A.3d 1034 (Del. 2021). Under this...more
The last sentence of California Corporations Code Section 600(e) imposes a significant limitation on the ability of California corporations to hold virtual-only meetings...more
The California Secretary of State's website provides certain information with respect to a wide range of domestic and foreign entities registered to transact intrastate business, including corporations, limited liability...more
In this post, Professor Stephen Bainbridge posits that the Delaware Supreme Court incorrectly decided Fliegler v. Lawrence, 361 A.2d 218 (Del. 1976) by requiring that stockholder approval of conflicted transaction requires a...more
As noted in yesterday's post, Secretary of State Shirley N. Weber is asking U.S. District Court Judge R. Gary Klausner to dismiss a challenge to California's board quota statutes. In her motion to dismiss, the Secretary of...more
Today's post follows up on two prior posts addressing actions by creditors of dissolved corporations. This post discusses the non-applicability of Chapter 5 of the California General Corporation Law to proceedings for...more
Dissenters' rights under California's General Corporation Law do not exist unless there are "dissenting shares", a term defined in Section 1300(b) of the California Corporations Code. In order to qualify as "dissenting...more
Corporations incorporated under California's General Corporation Law are subject to the limitations on distributions set forth in Chapter 5 of that law. A foreign corporation may also be subject to Chapter 5 by virtue of...more
William Romanowski is a former NFL linebacker who later became the majority shareholder, director, and "public face" of Nutrition 53, Inc. When the company's second largest shareholder was allegedly denied inspection of the...more