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Fiduciary Corporate Governance Board of Directors

Fenwick & West LLP

Delaware Amends General Corporation Law to Stanch Company Exodus

Fenwick & West LLP on

On March 25, Delaware adopted significant amendments to §§ 144 and 220 of the Delaware General Corporation Law which aim to provide greater clarity and predictability to corporate fiduciaries in light of certain recent...more

Latham & Watkins LLP

No Causation Defence for Self-Interested Fiduciaries: UK Supreme Court Affirms Strict Profit Rule

Latham & Watkins LLP on

The judgment concerns the circumstances in which fiduciaries must account to their principals for the profits they make from their fiduciary relationships....more

ArentFox Schiff

How Can Our Board Work Better? A Brief, Practical Guide to Legal Considerations for Trade Association Board Governance

ArentFox Schiff on

Trade association boards, like the boards of other private companies, often consist of stakeholders who are personally and professionally invested in the organization. Board members typically also possess significant business...more

Allen Matkins

Where Exactly Is It Written That Directors And Officers Are Fiduciaries?

Allen Matkins on

A neophyte to corporate law might ask where is it written in the California General Corporation Law that directors and officers are fiduciaries.  The answer is nowhere.  In fact, the phrase "fiduciary duty" appears only once...more

Allen Matkins

Voting Of Shares Held By Multiple Owners

Allen Matkins on

Shares can be held of record by multiple owners in a variety of ways, including as fiduciaries, members of a partnership, joint tenants, tenants in common, spouses as community property, tenants by the entirety, voting...more

Allen Matkins

Does A California Corporation Have The Power To Indemnify Corporate Employee Benefit Plan Fiduciaries?

Allen Matkins on

Section 317 of the California Corporations Code authorizes, limits and  in one circumstance even mandates the indemnification of a person by reason of the fact that the person is, or was, an "agent" of the corporation.   The...more

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