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CALIFORNIA CORPORATE & SECURITIES LAW

Can A Corporation Be An Officer?

William & Mary Law Review recently published Professor Stephen Bainbridge’s article, Corporate Directors in the United Kingdom.  The abstract begins with the following observation: In the United States, state corporation law uniformly provides that only natural persons may serve as directors of corporations. I haven’t surveyed every state, but I concur as to California and Nevada. …

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The Fundamental Distinction Overlooked By The SEC

Yesterday marked the close of the comment period on the SEC’s proposed incentive compensation clawback rules.  You can read my comments here.  The proposed rules are fundamentally flawed because the SEC failed to recognize that different bodies of law apply to officers and employees. Although it should go without saying, not every officer is an…

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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…

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