Fiduciary Duty, Corporations Code, Shareholder Litigation

Texas Codifies Business Judgment Rule and Reforms Derivative Actions: Key Changes Under SB 29

Winstead PC on 6/13/2025

Last month, Texas Governor Greg Abbott signed into law Senate Bill 29 (SB 29), introducing significant amendments to the Texas Business Organizations Code (TBOC). Chief among these are the codification of the “business...more

Can A Member Bring A Derivative Action On Behalf Of A California Nonprofit Corporation?

Allen Matkins on 3/28/2024

Like many questions in the law, the answer to the question of whether a member of a California nonprofit corporation may maintain a derivative action is "it depends"....more

Court of Appeal Applies Caremark/Marchand To Directors of a California Corporation But The Result May Surprise You

Allen Matkins on 6/5/2023

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

The General Corporation Law's Filioque

Allen Matkins on 10/17/2022

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

Why California Requires Notice Of Rights That Shareholders May Not Have

Allen Matkins on 8/6/2021

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

Court Finds No Cause Of Action Against Officer For Interfering With Shareholder Inspection

Allen Matkins on 5/17/2021

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