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Corporations Code Derivative Suit Corporate Governance

Allen Matkins

Judge Finds Demand Futility Is A "Live" Issue

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A recent ruling by U.S. District Court Judge Anthony J. Battaglia addresses whether demand futility is an affirmative defense that must be asserted in an answer or raised in a motion to dismiss.  In re Franklin Wireless, 2024...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

Federal Court Blocks Shareholder Inspection Of Delaware Corporation's Records Pursuant To California Statute

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United States District Court Judge Haywood S. Stirling, Jr. yesterday blocked a stockholder's attempt to use California's shareholder inspection statute to gain access to a corporation's "books and records and minutes of...more

Allen Matkins

Nevada Favors New York Over Delaware Precedent For SLC Review

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Nevada law endows a board of directors “full control over the affairs of the corporation”. NRS 78.120(1). This control is subject only to such limitations as may be provided by NRS chapter 7, or the articles of...more

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