Does A Lawyer Who Files A Derivative Action Have An Attorney-Client Relationship With The Corporation?
Because the California Corporations Code requires that the business and affairs of a corporation be managed by or under the direction of its board of directors, any decision of whether a corporation should bring suit on behalf of the corporation is ultimately vested in the corporation’s board. Cal. Corp. Code § 300(a). Derivative actions are an exception to this general principle. If Read more...
Choice Of Law And Derivative Suits
The California Corporations Code carefully defines the the terms “corporation” (Section 162), “domestic corporation” (Section 167), “foreign corporation” (Section 171); and “foreign association” (Section 170). For example, when the legislature provided in Section 1500 that “[e]ach corporation shall keep adequate and correct books and records . . . “, the legislature imposed a mandatory obligation (See Section 15 as to Read more...
