Website Heading


10th Circuit Highlights Difference Between Delaware And Nevada Exculpatory Statutes

Because the power to manage a corporation’s affairs rests with the board of directors, it is normally up to the board to decide whether the corporation will pursue a claim.  A shareholder who believes that the corporation should sue must therefore make a demand on the board.  If the board decides against suing, then the…

Share on:

California And Rule 10b5-1

In October of 2000, the Securities and Exchange Commission adopted Rule 10b5-1, which among other things, created an “affirmative defense” for pre-planned trading provided that specified conditions were met.   At the time, I pointed out that California has its own insider trading prohibition, Corporations Code Section 25402 and urged the adoption of a conforming state rule.  In…

Share on: