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CALIFORNIA CORPORATE & SECURITIES LAW

Chancellor Bouchard Rules There Can Be No Ratification Without Works

In reading Chancellor Andre G. Bouchard’s ruling yesterday in Espinoza v. Zuckerberg, 2015 Del. Ch. LEXIS 273 (Del. Ch. 2015), I was reminded of the theological debate among Christians concerning justification by faith.  The case involved a stockholder challenge to the decision by the board of directors of Facebook, Inc. to approve the compensation of…

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Nevada Enacts Provisions Permitting Ratification Of Corporate Acts

Etymologically, one might view the meaning of “ratify” as to make as one had thought.  It is derived from two Latin words – ratus (the past participle of the verb meaning to think) and facere (the infinitive of the verb meaning to make).  Two years ago, Delaware added two statutes intended to facilitate ratification of corporate…

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Stockholder Proposal Seeks Ratification Of All Decisions And Actions

For the last six years, Amerco as included a rather unique stockholder proposal in its proxy statement.  It’s there again this year.  Basically, it asks the stockholders to ratify and affirm all decisions and actions by Amerco’s directors and executive officers during the preceding fiscal year.  This ratification proposal was originally presented at the 2009 annual…

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