Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD
FCPA Compliance and Ethics Report-Episode 119-FCPA Year in Review, Part I
The United States District Court for the Southern District of California, applying California law, has held that an exception within an insured vs. insured (I v. I) exclusion of a D&O policy restored coverage for a suit...more
Courts are wont to say that Section 2116 of the California Corporations Code codifies the internal affairs doctrine. See Villari v. Mozilo, 208 Cal. App. 4th 1470, 1478 n.8 (Cal. Ct. App. 2012) (“Corporations Code section...more
The California Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq., clearly authorizes the appointment of officers...more
California is a very linguistically diverse state with an estimated 200 plus different languages being spoken. Within my own family, English is not the primary language spoken at home by any of my grandchildren. Yet, the...more
Seven years ago, I addressed the question of whether the board of directors of a California corporation could remove a fellow director...more
Section 705(a) of the California Corporations Code provides that no proxy is valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. This is a reflection of the fact that proxies...more
The California General Corporation Law expectedly grants inspection rights to shareholders and directors of California corporations. Unexpectedly (at least to practitioners outside California), the GCL extends those rights...more
Section 5342(e) of the California Corporations Code requires a nonprofit public benefit corporation to provide, upon the request of a member, to either allow inspection and copying of all members' names, addresses or voting...more
Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors. My answer at the time was "no" because Section 164 of the Corporations Code defines...more
Neither California's nor Delaware's General Corporation Law expressly prohibits directors from being represented by proxy at board meetings. However, it appears to have been well settled in Delaware since at least 1915 that...more
The California Nonprofit Mutual Benefit Corporation Law contemplates three different methods for members to take action: at a meeting, by ballot, and by unanimous written consent. Cal. Corp. Code §§ 7512(a), 7513 & 7516. ...more
There are potentially a number of ramifications to classifying a board member as employee, including whether the corporation may be entitled to obtain a workplace violence restraining order petition pursuant to Section 527.8...more
Section 309 of the California Corporations Code specifies the standard of performance applicable to directors in performing their duties as directors of corporations organized under the California General Corporation Law. ...more
Section 204(a)(10) of the California Corporations Code permits the articles of incorporation to include provisions eliminating or limiting the personal liability of a director for monetary damages in an action brought by or...more
On occasion, someone might perceive that they have been improperly appointed as a director or officer of a corporation. If this unfortunate circumstance occur, is there any mechanism for publicly disclaiming the...more
Several years ago, I wrote about the various meanings of "person" in the California Corporations Code. All of the definitions mentioned in that post included corporations within the list of persons. If a corporation is a...more
As an assisted living Executive Director (ED), you are charged with minimizing risk and preventing legal liability. But in practical terms, do you understand the legal framework that affects your day-to-day decisions? Join...more
In July, California Secretary of State Shirley Weber filed a petition for a writ of supersedeas in the California Court of Appeal with respect to the trial court's judgment in Crest v. Padilla. In that case, the trial court...more
Section 310 of the California Corporations Code concerns two different types of contracts or transactions. The first concerns a contract or other transaction between the corporation and one or more of its directors, or...more
The California Corporations Code includes provisions governing a wide variety of nonprofit organizations. However, the "Big 3" categories of nonprofit corporations are the public benefit, mutual benefit and religious...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
California Corporations Code Section 22003 effectively deems directors to be all-knowing...more
California has multiple types of nonprofit corporations. The "Big Three" are the public benefit corporation, mutual benefit corporation and religious corporation. The statutes applicable to these three entities are similar...more
The California General Corporation Law provides that any director may resign effective upon giving notice to certain specified persons, unless the notice specifies a later time for the effectiveness of his or her...more
In prescribing the duties of directors, California Corporations Code Section 309 provides that a director is entitled to rely on information, opinions, reports or statements prepared or presented by "counsel, independent...more