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
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 On December 21, 2024, New York Governor Kathy Hochul, signed into law, S7532, which repealed the existing section of the Banking Law addressing the removal of officers, directors, and trustees of banking...more
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
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
Corporate shareholders with voting shares have the right to elect a corporation’s directors. Elections typically occur at an annual shareholder meeting. ...more
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
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
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