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A Shareholder Consent In Its Dotage May Or May Not Be Valid

California Corporations Code Section 603(a) broadly authorizes shareholder action by written consent: Unless otherwise provided in the articles, any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, as specified in [Corporations Code] Section 195, setting…

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How The Proposed Fix To Delaware’s Stockholder Consent Statute Can Be Fixed

Earlier this week, I wrote about a proposed amendment to Section 228 of the Delaware General Corporation Law.  The amendment, which is proposed by The Corporate Council of the Corporation Law Section of the Delaware State Bar, would essentially condition the effectiveness of a stockholder consent upon the delivery of a sufficient number of consents with 60…

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Is This Proposed Amendment To Delaware’s Stockholder Consent Statute Really Needed?

Recently, I wrote about a proposal to amend Section 141(f) of the Delaware General Corporation Law to permit inchoate directors to take action by written consent.  The Corporation Law Section of the Delaware State Bar is proposing a parallel amendment to Section 228(c) of the DGCL to allow for springing stockholder consents.  The proposed amendment…

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But Different Folk Have Different Views

Yesterday, I pointed out several ambiguities in Corporations Code Section 701 and offered some alternative interpretations.  Today, I heard from one reader who suggested some additional interpretations.  This reader suggests that “action” in Section 701(a) refers to the date on which the first request for consents is distributed or mailed to other shareholders.  While the statute doesn’t exclude this interpretation, I…

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Plowing Through The Ambiguities Of California’s Record Date Statute

Corporations Code Section 603(a) provides the basic authority for shareholders of California corporations to take action by written consent (unless the articles provide otherwise).  Section 701 establishes the rules for determining the record date for corporate actions involving shareholders, including shareholder action by written consent.  Although the mechanics of establishing a record date may seem so mundane as to…

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Then He Made Proofreaders

William Bedsworth is an Associate Justice of the California Court of Appeal, a former NHL goal judge, and a long-time columnist for the Orange County Lawyer.  If you’ve never read his nationally syndicated, award winning, legal humor column, “A Criminal Waste of Space”, you should. But this post isn’t about Justice Bedsworth or his column…

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