News & Analysis as of

Corporate Governance › Board of Directors › Director Removal

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed 2025 Amendments to the Delaware General Corporation Law

Skadden, Arps, Slate, Meagher & Flom LLP on

For decades, Delaware has been widely regarded as the leading forum for incorporation in the United States. More than half of all publicly traded U.S. companies, including more than two-thirds of the Fortune 500, have made...more

Alston & Bird

New York Passes New Removal Procedures for Officers, Directors, Trustees, and Partners of Any Entity Regulated by Department of...

Alston & Bird on

What Happened? On December 21, 2024, New York Governor Kathy Hochul, signed into law, S7532, which repealed the existing section of the Banking Law addressing the removal of officers, directors, and trustees of banking...more

Farrell Fritz, P.C.

Stop the Vote: Injunction Halts Shareholders Meeting Pursuant to Courts’ Broad Power to Review Corporate Elections

Farrell Fritz, P.C. on

The right of shareholders to elect a corporation’s directors is one of the most valuable rights attendant to share ownership.  Election of directors is where shareholders can directly exert their influence on the corporation,...more

Allen Matkins

Removal Of Directors Without Cause

Allen Matkins on

Broc Romanek at The Mentor Blog has been writing about publicly traded companies that reportedly continue charter provisions allowing shareholders to remove directors only for "cause". Section 303 of the California...more

Harris Beach Murtha PLLC

Court Orders Family-Owned Business to Hold Annual Shareholder Meeting

Harris Beach Murtha PLLC on

Corporate shareholders with voting shares have the right to elect a corporation’s directors. Elections typically occur at an annual shareholder meeting. ...more

Allen Matkins

The General Corporation Law's "25th Amendment"

Allen Matkins on

Generally, a board of directors of a California corporation may not remove one of its members. Removal of a director is in most cases the province of the shareholders. Thus, Section 303 of the Corporations Code allows the...more

Allen Matkins

A Not So Fabulous Fable (Part II)

Allen Matkins on

Yesterday's post told of Dick Plantagenet's "winter of discontent" when learned of Henry Tudor's demand to inspect the books, records, and minutes of his small Delaware corporation, Cwmni Cyfyngedig, Inc. ("CCL"). Henry...more

Skadden, Arps, Slate, Meagher & Flom LLP

Companies Amend Bylaws in Response to Activist ‘Placeholder Slate’ Tactic

Skadden, Arps, Slate, Meagher & Flom LLP on

In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor’s 500 index, have amended their bylaws to address the potential for a so-called “placeholder slate” of directors. The bylaw...more

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