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Board of Directors California Corporate Executives

Allen Matkins

Can Shareholders Elect Corporate Officers?

Allen Matkins on

The classic model of corporate governance is that the board of directors appoints and removes the principal corporate officers.  This is consistent with the general principle that the business and affairs of a corporation...more

Allen Matkins

Court Rules Director Of California Corporation Has A Duty To Disclose When Soliciting Consents

Allen Matkins on

The California General Corporation Law permits shareholders to take action by written consent, unless otherwise provided in the articles of incorporation.  Cal. Corp. Code § 603(a).  When shareholder action is taken by...more

Allen Matkins

When May Shares Be Voted Without A Proxy Or Without Transfer Into The Holder's Name?

Allen Matkins on

In most cases, Generally speaking, only the record owners of shares on the record date are entitled to vote under the California General Corporation Law.  As with most generalizations, however, there are exceptions.  For...more

Allen Matkins

Was "Principal Executive Office" A Grave Tautology?

Allen Matkins on

Last week, I wrote about legislation, 2022 Cal. Stats. ch. 617, that among other things eliminated the word "executive" from the numerous sections of the California Corporations Code containing the phrase "principal executive...more

Allen Matkins

Must Board Meeting Notices Be Ingenuous?

Allen Matkins on

Yesterday's post briefly discussed former Chancellor William Chandler's ruling in Fogel v. U.S. Energy Systems, Inc., 2007 Del. Ch. LEXIS 178.  In finding that no valid board meeting had occurred, Chancellor Chandler stated...more

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