Publicly-Traded Companies, Shareholders, General Corporation Law

Maryland Remains the Favored Jurisdiction for REITs

Venable LLP on 7/25/2025

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

Directors Removing Directors

Allen Matkins on 7/23/2024

Seven years ago, I addressed the question of whether the board of directors of a California corporation could remove a fellow director...more

Abandoning Cumulative Voting Does Not Extend Term Of Office

Allen Matkins on 12/6/2023

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

Are Directors Employees And Are Their Homes Their "Workplaces"?

Allen Matkins on 8/24/2023

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

Discerning When A Director Has Acted With "Reckless Disregard"

Allen Matkins on 7/20/2023

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

Who Votes Pledged Shares?

Allen Matkins on 7/12/2023

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

When A Meeting Of Directors Is Not Meet

Allen Matkins on 2/8/2022

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

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