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C-Suite Executives General Corporation Law Corporate Officers

Allen Matkins

Does Combining Legal And Secretarial Roles Reduce Risk?

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The California General Corporation Law requires that a California corporation have a secretary.  Cal. Corp. Code § 312(a)(2).  The CGCL, however, says nothing about a chief legal officer.  Indeed, many corporations do not...more

Allen Matkins

Professor Bainbridge Queries Whether SB 313 Eviscerates Omnicare, But Does That Question Have Any Relevance To California...

Allen Matkins on

Delaware practitioners and legal scholars are digesting the implications of SB 313 which adds a new Section 122(18) to the Delaware General Corporation.  According to the bill's synopsis, this new provision...more

Allen Matkins

Is The General Counsel Ipso Facto A Corporate Officer?

Allen Matkins on

One difficulty of answering the question of whether a general counsel is a corporate officer is that the California General Corporation Law does not define "officer".  Corporations Code Section 312(a) requires a corporation...more

Allen Matkins

Conduct Unbecoming Of An Officer And An Employee?

Allen Matkins on

In proposing executive compensation recoupment rules, the Securities and Exchange Commission either overlooked or failed to recognize an important legal distinction. The proposed rules would require national securities...more

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