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CALIFORNIA CORPORATE & SECURITIES LAW

Why Nevada Is A More Reliable Alternative To Delaware

Directors and officers cannot always base their decisions on first-hand information.  As a practical matter, they must receive and act based on information and opinions of others. The question then becomes whether a director’s or officer’s decision will be protected when it was made in reliance upon others.  Section 141(e) of the Delaware General Corporation…

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All Shares Are Equal But With Proxy Access Some Shares Are More Equal Than Others

In George Orwell’s famous satire of Stalin’s Soviet Union, Animal Farm, the animals started out with seven commandments.  The seventh commandment was “All Animals Are Equal”.  As time passed, three of the original commandments were modified and eventually the seven commandments were whittled down to just one: “My sight is failing,” she [Clover, a mare] said finally. “Even…

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Emergency Powers And Emergency Bylaws Bill Enacted

Now Corporations Can Be Like the Boy Scouts Thanks to the efforts of the Corporations Committee of the Business Law Section of the California State Bar, the legislature last week enacted and the Governor has signed legislation intended to help corporations react to emergency situations, Chapter 255, Statutes of 2013 (AB 491 (Torres)).  The bill addresses two distinct…

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