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Shareholders Articles of Incorporation General Corporation Law

Fenwick & West LLP

Nevada Enacts Major Changes to Entice Corporations

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Nevada advanced its quest to challenge Delaware as the go-to state for incorporation on May 30, 2025, when Gov. Joe Lombardo signed significant amendments to the Nevada Revised Statutes that govern corporations there....more

Venable LLP

Class Voting Distinctions between Maryland and Delaware

Venable LLP on

The Supreme Court of Delaware recently issued a decision upholding long-standing precedent regarding Delaware’s class vote requirement. The case, In re Fox Corporation/Snap Inc. Section 242 Litigation, concerned amendments to...more

Allen Matkins

If Corporate Charters Are Contracts, Must They Be Signed By The Corporation?

Allen Matkins on

Recently, Professor Ann Lipton wrote that the California Supreme Court has granted review of EpicentRx, In.c v. Superior Court, 95 Cal. App. 5th 890 (2023), review granted 539 P.3d 118 (2023).   This was a case that I...more

Allen Matkins

Amending Articles Of Incorporation When The Corporation No Longer Exists - Here's How

Allen Matkins on

California Corporations Code Section 204(a)(4) permits the articles of incorporation to include a provision limiting the duration of a corporation's existence to a specified date.  I very seldom encounter such as provision in...more

Allen Matkins

Where To Find Common Stock In The California General Corporation Law

Allen Matkins on

As discussed in this post, the California General Corporation Law defines and uses the term "common shares" rather than "common stock".   Common shares are shares that have no preference over other shares with respect to...more

Allen Matkins

What Makes Common Stock, Common?

Allen Matkins on

Suppose that the articles of incorporation provide that a corporation will have two classes of shares, with one class entitled to 90% of all dividends declared and assets upon liquidation and the other class to the remaining...more

Allen Matkins

Stockholder Tenure And Voting Rights

Allen Matkins on

A recent post by Broc Romanek linked to a MarketWatch article critiquing the new Long Term Stock Exchange. The article mentions that "The LTSE has also proposed 'long-term voting rights,' wherein a shareholder’s voting power...more

Allen Matkins

What, If Anything, Is The Matter With This Statement?

Allen Matkins on

I came across a recent preliminary proxy filing that described the vote required for approval of a new equity compensation plan as "the affirmative vote of a majority of the shares of common stock present and voting on the...more

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