Website Heading

CALIFORNIA CORPORATE & SECURITIES LAW

Did You Ever Wonder What You Might Do In California But Not Delaware?

A recent decision by the Delaware Court of Chancery tackles the question of whether a stockholder may adopt a bylaw granting stockholders the right to remove officers.  In Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July 31, 2015), Vice Chancellor John W. Noble ruled that such a bylaw was invalid under Delaware law. The stockholder…

Share on:

Delaware Court Rules Nevada Law Governs But Applies Delaware Law

Although there are many significant differences between the corporate laws of Nevada and Delaware, the Nevada Supreme Court has often looked across the country to Delaware.  Thus, the Nevada high court has adopted Delaware’s test for demand futility articulated in Aronson v. Lewis, 473 A.2d 805 (Del. 1984) (overruled in part on other grounds by Brehm v. Eisner,…

Share on:

The Arcana Of Dating Stockholder Consents

“And whispering ‘I will ne’er consent’—consented” Long ago, I had the temerity to write about Delaware’s statutes concerning stockholder consents, Delaware’s Inadequate Protection of Shareholders When Action Is Taken by Consent, 11 Bus. Law. Update 4 (1991).  The law of stockholder consents in Delaware in my view continues to be a complicated subject, as evidenced by…

Share on: