Navigating ESG: Preparing for Future Regulations (Part Two) — Regulatory Oversight Podcast
Implications of the SEC Cybersecurity Disclosure Rule
Why Time Matters: Partners Lindsay Gerdes and Michael J. Bronson on Swift Action in Government Investigations
Nonprofit Quick Tip: State Filings in Colorado and Wyoming
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
Navigating ESG: The Growing Importance and Compliance Challenges (Part One) — Regulatory Oversight Podcast
“Monsters, Inc.” y el buen gobierno corporativo
Navigating the Regulation Jungle: How to Be Compliant, Work Efficiently, and Stay Sane
Episode 332 -- Deep Dive into SEC’s Internal Controls and Cybersecurity Settlement with R&R Donnelly
Digital Planning Podcast Episode: Estate Planning and the Corporate Transparency Act
Episode 331- NAVEX State of Risk and Compliance Programs
What the Board Should Be Asking About the Compliance Program
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
Managing Social Media Risk
Compliance Lessons from Dating in Your 50s
How Tax Works - Entity Selection
The AI Shakeup: New Tech Innovations and the Future of Corporate Law
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
Episode 327 -- Another Look at the Importance of Corporate Culture
The validity of a board meeting hinges on three things - a quorum, notice and call. Many lawyers focus on the first two and may overlook the third. For California and Nevada corporations, the question of who may call a...more
Yesterday, the Fourth District Court of Appeal issued a noteworthy opinion addressing at least two significant questions. Samuelian v. Life Generations Healthcare, LLC, 2024 WL 3878448....more
A significant amount of background is required to answer the question of whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law. As an initial matter, the CSL...more
My last several posts have discussed the current debate on the phenomenon referred to as "DExit", which refers to Delaware corporations that choose to reincorporate in other states. In a recent article, Professor Bainbridge...more
California is a very linguistically diverse state with an estimated 200 plus different languages being spoken. Within my own family, English is not the primary language spoken at home by any of my grandchildren. Yet, the...more
Seven years ago, I addressed the question of whether the board of directors of a California corporation could remove a fellow director...more
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
The California General Corporation Law is part of the California Corporations Code, but not every corporation incorporated in California is formed or governed by the General Corporation Law. In fact, the Corporations Code...more
In a recently published article, Professors Samantha J. Prince & Joshua P. Fershée focus on the propensity to conflate corporations with limited liability companies...more
I recently discussed whether chat messages constitute "minutes" of a meeting. A related question is whether emails constitute a meeting....more
In February of this year, California Assembly Member Jesse Gabriel introduced a bill making certain technical, nonsubstantive changes to a provision of the Penal Code concerning the removal of prison inmates for court...more
To non-lawyers, a "person" is usually understood to refer to a human being. At law, entities such as corporations and limited liability persons are often endowed with personhood. See, e.g., Cal. Corp. Code § 18 ("'Person'...more
Last month, California State Senator Monique Limón introduced a bill, SB 1168, that would endow the California Secretary of State with the power to cancel the articles of a domestic corporation or the filing of a statement...more
Last Friday, John Jenkins wrote about another momentous ruling by Chancellor Kathaleen St. J. McCormick. In Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024 WL 863290 (Del. Ch. Feb. 29, 2024), she ruled...more
Section 705(a) of the California Corporations Code provides that no proxy is valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. This is a reflection of the fact that proxies...more
Section 17707.08(c) of the California Corporations Code provides...more
Professor Stephen Bainbridge recently commented on a decision by Vice Chancellor J. Travis Laster finding that Section 141(a) of the Delaware General Corporation Law trumps most of the provisions of a so-called "new wave"...more
Over the years, I have been frequently called to assist in cases of wrongful termination. Rarely have I encountered the converse - the formation of an entity using a stolen identity. Fortunately, the Civil Code has created a...more
Part 3 of Title 3 of the California Corporations Code is comprised of four statutes governing "joint stock associations". Oddly, the Corporations Code makes no attempt to define the term and it does not appear in any other...more
To every member of a limited liability company who is a natural person, death will come "soon or late". The California Revised Uniform Limited Liability Company Act provides that an individual dissociates as a member when...more
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
When a California limited liability company files a certificate of cancellation its powers, rights, and privileges cease. Cal. Corp. Code § 17707.08(b)(2)(C). This seemingly would preclude any further activity by the LLC,...more
The California General Corporation Law provides that a California corporation that is dissolved continues to exist for the purpose of, among other things, defending actions against it. Cal. Corp. Code § 2010(a). This, of...more
In 1995, Panrox International (USA), Inc. recorded a deed of trust on a home in Los Angeles to secure an indebtedness of $141,000. On January 2, 2001, the State of California suspended Panrox for failure to pay taxes. ...more
Section 5342(e) of the California Corporations Code requires a nonprofit public benefit corporation to provide, upon the request of a member, to either allow inspection and copying of all members' names, addresses or voting...more