Who Opens And Closes The Polls?
One of the seemingly routine matters at stockholder meetings is the opening and closing of the polls. Sometimes, votes are close and the outcome of a vote may turn on whether the polls are closed “early” or “late”. For a real-life example, see In re Carver Bancorp, Inc., 2000 Del. Ch. LEXIS 12 (Aug. 28, 2000) (Shares possibly affecting outcome were not counted because Read more...
No Seat At The Table For Stockholders At Directors’ Meetings?
Practitioners who deal with multi-member commissions and boards here in California are likely to have heard of this state’s open-meeting law – The Bagley-Keene Open Meeting Act, Government Code Sections 11120-11132. The Act includes a surprisingly libertarian statement of legislative intent: The people of this state do not yield their sovereignty to the agencies which serve them. The people, in delegating authority, Read more...
Dissolution Does Not Preclude Entry Of Default Judgment Against Nevada Corporation(?)
Stephens Media, LLC is the publisher of the Las Vegas Review-Journal. In 2009, Stephens Media filed a lawsuit in the U.S. District Court against Citihealth, L.L.C. alleging a variety of trademark related claims. Citihealth failed to respond to the suit and Stephens Media filed a motion for entry of a default judgment. One of the co-owners of Citihealth then notified the court that Read more...
Classifying A Coterie Of Covenants
Yesterday, I wrote about Judge Lucy Koh’s decision in SriCom, Inc. v. eBisLogic, Inc., 2012 U.S. Dist. LEXIS 131082 (N.D. Cal., Sept. 13, 2012) concerning the enforceability of a no-hire agreement. Judge Koh mentions an earlier ruling by Judge Marilyn Hall Patel that describes five categories of covenants not to compete, Thomas Weisel Ptnrs. LLC v. BNP Paribas, 2010 U.S. Dist. LEXIS Read more...
Prominent Amici Urge Reversal Of Court of Chancery Refusal To Grant Preclusive Effect To Prior Rulings
In “Delaware Court of Chancery ‘Overrules’ Federal Court“, I wrote about Vice Chancellor J. Travis Laster’s ruling Louisiana Municipal Police Employees’ Retirement System v. Pyott, C.A. No. 5795-VCL (Del. Ch. June 11, 2012) to allow a derivative suit against the board of directors of Allergan, Inc. to proceed in Delaware even though U.S. District Court Judge David Carter had dismissed a Read more...
Is The Chairman Of The Board A Corporate Officer?
One of the principal distinctions between corporate officers and directors is that officers have the authority of autonomous action as corporate agents while directors must act collectively. As discussed in “Worlds In Collision – Agency Law And A Director’s Fiduciary Duties“, a director qua director is generally not an agent of the corporation and neither is the board of directors. Nonetheless, I have Read more...
For Foreign Corporations Doing Business In Nevada, It’s Publish Or Perish
I like newspapers, especially the hard copy versions. I subscribe to three and usually buy a fourth during the course of the day. Nevada also seems to like newspapers because for more than a century it has imposed a publication requirement on foreign corporations doing business in the state. The required contents of the annual statement are fairly minimal: The name Read more...
How Nevada Surpasses Delaware In Limiting The Liability Of Directors And Officers
It is hard to believe that it has been more than a quarter century since the Delaware Supreme Court dropped the bombshell of Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985). Suddenly, incorporation in Delaware no longer looked like a good idea (at least from the perspective of a director). At the time, Chicago Law School Professor Daniel Fischel Read more...
1 For 3 Million Reverse Split Fraud Claim Survives Motion To Dismiss
Nancy Wojtas at Cooley LLP alerted me to an interesting ruling case decided last week by the U.S. District Court for the Eastern District of New York, Gardner v. Major Auto. Cos., 2012 U.S. Dist. LEXIS 118191 (E.D. N.Y. Aug. 21, 2012). According to a complaint, Bruce Bendell was the Chairman, Chief Executive Officer, and Chief Financial Officer of Major Automotive Read more...
