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Officers And The Business Judgment Rule

Last weekend, I attended a symposium at the UCLA School of Law entitled “Can Delaware Be Dethroned? Evaluating Delaware’s Dominance of Corporate Law”.  The event, organized by ever erudite Professor Stephen Bainbridge, featured presentations by leading scholars and practitioners from around the country.  I was therefore surprised when the discussion turned to whether Delaware applies the business…

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Should Your Articles Of Incorporation Include A Choice of Law Provision?

In yesterday’s post, I considered the fundamental question of why indemnification provisions are included in articles of incorporation.  State general corporation laws typically contain express provisions empowering or authorizing corporations to indemnify other persons, including directors, officers and agents.  For example, California has its Section 317, Delaware has Section 145 and Nevada has NRS 78.7502.  When an indemnity provision is…

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Should A Proxy Card Specify A Choice Of Law?

One of the jobs of an inspector of election is to determine the validity and effect of proxies.  See, e.g., Cal. Corp. Code § 707(b) and 8 Del. Code § 231(b)(2).  However, the validity and effect of proxies will depend upon state law.  I’m guessing that many people assume that the law of the state of…

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