Officers And The Business Judgment Rule
Recently, I came across the following assertion: First, other than the recent aberration of Poggetto v. Switzer , the BJR has never been applied to officers in California. Stephen P. Wiman, Thomas D....
View ArticleCan Limited Partnerships Have Officers?
Can limited partnerships have officers? In many cases, individuals with officer titles will actually be officers of the general partner. My question is whether a limited partnership itself may have...
View ArticleThese Loans Can Be Problematical Even When The Borrower Isn’t An Officer or...
I spent most of last week discussing California Corporations Code Section 315. As a reminder, that statute prohibits a corporation (Section 162) from making a loan of money or property to, or...
View ArticleWhy You Should Have Read Last Week’s Posts On California’s D&O Loan Ban
I spent the better part of last week writing about California Corporations Code Section 315. The statute general prohibits a corporation (Section 162) from making a loan of money or property to, or...
View ArticleOfficers: Got Business Judgment Rule? Nevada Says Yes, Delaware Maybe Not
Francis Pileggi writes about a recent ruling by U.S. District Judge Sue L. Robinson in which she refused to consider whether the business judgment rule applied to officers of a Delaware corporation:...
View ArticleHiring & Firing Officers In California
John Jenkins at The Mentor Blog addresses the question of who has authority to hire and fire officers? He notes: The bottom line is that that the Board always has that authority. That’s because...
View ArticleOfficers 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...
View ArticleWhy An Understanding Of Officers As Agents May Be Important
In several recent posts, I have noted that officers, unlike directors, are agents of the corporation. Recognizing the agency status of officers can affect the legal analysis in a number of significant...
View ArticleShareholders Sues Officer Of Delaware Corporation In California State Court,...
Yesterday’s post discussed one aspect of the California Court of Appeal’s opinion in Central Laborers’ Pension Fund v. McAfee, Inc., 2017 Cal. App. LEXIS 1008. The case arose from Intel Corporation’s...
View ArticleCan A Corporation Be An Officer?
William & Mary Law Review recently published Professor Stephen Bainbridge’s article, Corporate Directors in the United Kingdom. The abstract begins with the following observation: In the United...
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