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Cooley LLP

California Supreme Court Saves Delaware Forum Selection Clauses in Corporate Certificates of Incorporation

Cooley LLP on

On July 21, 2025, the California Supreme Court issued a significant decision clarifying that a forum selection clause in a company’s certificate of incorporation is not unenforceable simply because the selected forum (here,...more

Allen Matkins

Don't Be Caught Inquorate! Some Key, But Subtle, Differences In California's And Nevada's Board Quorum Requirements

Allen Matkins on

California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business".  Thus, if the authorized number of directors is 7 and there...more

Foley & Lardner LLP

Who Can Approve Equity Awards?

Foley & Lardner LLP on

A multitude of questions over who must approve the grant of equity awards frequently arise when designing equity compensation programs. Do shareholders need to approve the grant? Is approval from the Board of Directors...more

Allen Matkins

What Happens When Directors Elected By The Shareholders Are Not A Majority?

Allen Matkins on

Section 305(a) of the California Corporations Code empowers a board of directors to fill vacancies with two important exceptions. First, the articles of incorporation or bylaws may provide otherwise. Second, the board may...more

Perkins Coie

A New Virtual (Meeting) Reality for Washington Corporations

Perkins Coie on

Amendments to the Washington Business Corporation Act (WBCA) that allow Washington corporations to hold “virtual” shareholder meetings became effective in June 2018. Prior to these amendments, Washington corporations could...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

Brownstein Hyatt Farber Schreck

2015 Nevada Business Entities Law Update

The 78th Session of the Nevada Legislature made a number of changes to provisions of Title 7 of the Nevada Revised Statutes (NRS) governing business entities, including corporations, limited liability companies and limited...more

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