Amid continuing reports of corporations reincorporating from Delaware, including Simon Property Group reincorporating from Delaware to Indiana, the location of its headquarters, and Texas and Nevada recently amending their...more
Seven years ago, I addressed the question of whether the board of directors of a California corporation could remove a fellow director...more
In November 2018, the citizens of Mission Viejo elected three persons to the City Council for two-year terms of office, rather than four years as prescribed by California Government Code section 57377. This was done pursuant...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 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
Under the California General Corporation Law, a shareholder whose shares are pledged is entitled to vote those shares until the shares have been transferred into the name of the pledgee. Cal. Corp. Code § 702(c). There are...more
In many closely held corporations, the directors may work side by side nearly every day. If they all meet and discuss some action, does that count as a meeting of the board of directors? ...more