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Results: 11-20 of 195

“Wherever you go, there you are”, but will you be in the proper county?
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • December 18 2013

The California General Corporation Law makes numerous references to the "proper county". For example, Corporations Code Section 304 empowers the


Where exactly is it written that shareholders aren’t liable for corporate debts?
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • November 8 2013

Recently, UCLA Law School Professor Stephen Bainbridge took notice of Section 6.22(b) of the Model Business Corporation Act and asked what might lead


The Arcana of dating stockholder consents
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • December 13 2013

Long ago, I had the temerity to write about Delaware’s statutes concerning stockholder consents, Delaware’s Inadequate Protection of Shareholders


Is Delaware’s hegemony over corporate law about to end?
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • December 12 2013

Ancient Greece was a coherent culture but not a coherent state. It was comprised of a many city states that vied with each other for ἡ&gamma


Motions to adjourn do they end or continue a meeting?
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • June 24 2013

I've previously remarked on the different usages attached to the word "adjourn". Often a meeting will end with a motion to adjourn. Sometimes, a


Numera senatum! Broker non-votes and the quorum problem
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • December 19 2013

In ancient Rome, the Senate could not conduct business unless a quorum was present. A senator wishing to delay action by the Senate could demand a


SEC’s Investor Advisory Committee pushes for oddly named “universal proxy ballots”
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • August 13 2013

In late July, the SEC's Investor Advisory Committee issued a recommendation that the SEC "explore relaxing the 'bona fide nominee' rule embodied in


Alter ego and the internal affairs doctrine
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • March 21 2013

The internal affairs doctrine is a conflict of laws principle that recognizes that only one state should have the authority to regulate a


Conversion is not so easy, and so smooth a thing . . .
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • June 12 2013

Entity conversions are a relatively new phenomena. The legislature first provided for conversion in 1999 when it enacted AB 197 (Ackerman), which


Accountant’s defamatory report to audit committee held to be absolutely privileged
  • Allen Matkins Leck Gamble Mallory & Natsis LLP
  • USA
  • May 31 2013

Once upon a time, an independent accounting firm learned from a law enforcement source that its publicly traded client and two of its directors had