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Corporate Governance Corporations Code Fiduciary Duty

Allen Matkins

California Court Opines On Fiduciary Duties Of LLC Members And Covenants Not To Compete

Allen Matkins on

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

Allen Matkins

If Harvard Is A Corporation, Does Its Board Owe Fiduciary Duties?

Allen Matkins on

Of late, Harvard has garnered an abundance of attention regarding the continued incumbency of its President.  Despite widely criticized testimony before Congress and the publication of allegations of plagiarism, the Harvard...more

Allen Matkins

May A Joint Venturer Withdraw From A Joint Venture In Order To Pursue A Joint Venture Opportunity?

Allen Matkins on

California's Uniform Partnership Act of 1994 provides that a partner has a duty to refrain from competing with the partnership in the conduct of the partnership business "before the dissolution of the partnership".  Cal....more

Allen Matkins

Discerning When A Director Has Acted With "Reckless Disregard"

Allen Matkins on

Section 204(a)(10) of the California Corporations Code permits the articles of incorporation to include provisions eliminating or limiting the personal liability of a director for monetary damages in an action brought by or...more

Allen Matkins

Court of Appeal Applies Caremark/Marchand To Directors of a California Corporation But The Result May Surprise You

Allen Matkins on

Over the years, I have commented on the fact that the California Court of Appeal has yet to apply In re Caremark International Inc., 698 A.2d 959 (Del. Ch. 1996) to the directors of a California corporation. Last Friday,...more

Allen Matkins

The General Corporation Law's Filioque

Allen Matkins on

The Nicene Creed as approved by the Council of Constantinople in 381 A.D. included the following: "τὸ ἐκ τοῦ πατρὸς ἐκπορευόμενον (who proceeds from the father).  About 200 years later at the Third Council of Toledo, the...more

Allen Matkins

Why California Requires Notice Of Rights That Shareholders May Not Have

Allen Matkins on

Dissenters' rights under California's General Corporation Law do not exist unless there are "dissenting shares", a term defined in Section 1300(b) of the California Corporations Code.  In order to qualify as "dissenting...more

Brownstein Hyatt Farber Schreck

Nevada Legislature Innovates Corporation and LLC Laws

The Nevada Legislature and Gov. Steve Sisolak have recently approved Assembly Bill No. 207 (AB 207), a bill passed under the leadership and guidance of Assembly Speaker Jason Frierson. AB 207 makes certain meaningful changes...more

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