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Choice-of-Law Corporate Governance

Allen Matkins

FDIC Plans To Sue Silicon Valley Bank And Holding Company Directors And Managers

Allen Matkins on

Last week Kevin M. LaCroix reported that the Board of Directors of the Federal Deposit Insurance Corporation had voted unanimously to approve the staff’s request for authorization to file a suit against six former officers...more

Allen Matkins

A California LLC Endures Forever, A Nevada LLC Not So Long

Allen Matkins on

California's Revised Uniform Limited Liability Company Act endows limited liability companies with a certain level immortality.  Corporations Code Section 17707.06(a) provides...more

Allen Matkins

When Two Corporate Laws Diverge, Does Choosing One Make All The Difference?

Allen Matkins on

In a new article, professor of law Wendy Gerwick Couture aims for "a fuller understanding of Nevada corporate law, both substantively and theoretically, as compared with Delaware corporate law".  For the title and them of her...more

Allen Matkins

Does California Or Colorado Law Apply To The Articles Of Incorporation of A Colorado Corporation?

Allen Matkins on

I suspect that many practitioners would assume that the law of the state of incorporation would determine the viability of an exculpation clause in a corporation's articles of incorporation.  Thus, I was surprised to read...more

Allen Matkins

Segway Segues Over Choice Of Law Question Inherent In Officer Caremark Claims

Allen Matkins on

Last year, Vice Chancellor J. Travis Laster's  ruled that McDonald's Corporation's former Executive Vice President and Global Chief People Officer, David Fairhurst, owed a duty of oversight comparable to the duty articulated...more

Allen Matkins

I Say Again That Section 2116 Says Nothing About Officers

Allen Matkins on

Recently, I took note of the fact that the California Supreme Court as 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...more

Allen Matkins

This California Securities Law Allows California Issuers To Choose The Law Of Another Jurisdiction

Allen Matkins on

One might reasonably expect that California law will apply to matters involving the transfer of securities issued by corporations and other issuers organized under California law. These California issuers, however, are free...more

Bennett Jones LLP

Court of Appeal Affirms Decision to Dismiss the Rana Plaza Class Action

Bennett Jones LLP on

On December 20, 2018, the Ontario Court of Appeal released its decision in the Rana Plaza Class Action (Das v George Weston Limited, 2018 ONCA 1053) affirming the Ontario Superior Court of Justice’s decision to dismiss the...more

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