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A major U.S. cryptocurrency exchange recently disclosed its receipt of a Wells Notice from the SEC, which threatened charges for violating Section 5 of the Securities Act in connection...
Tuesday, May 4, 2021 Section 311 of the California Corporations Code authorizes the creation of one or more committees. Unlike Delaware, a committee of the board must have two or more members. The board of directors may vest all of the authority of the board in a committee except with respect to seven specified actions. One of these actions is authorization of a distribution to the corporation's shareholders. Because Section 166 defines "distribution to its shareholders" to include a corporation's purchase or redemption of its own shares, a board may not delegate to a committe...
To embed, copy and paste the code into your website or blog: Section 311 of the California Corporations Code authorizes the creation of one or more committees. Unlike Delaware, a committee of the board must have two or more members. The board of directors may vest all of the authority of the board in a committee except with respect to seven specified actions. One of these actions is authorization of a distribution to the corporation's shareholders. Because Section 166 defines "distribution to its shareholders" to include a corporation's purchase or redemption of its own shares, a board ...
To print this article, all you need is to be registered or login on Mondaq.com. On April 20, 2021, the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative securities class action against an information technology security company (the “Company”), its chief executive officer, and Board of Directors (the “Directors”), alleging that a proxy statement issued in connection with a sale of the Company violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14a-9. Golub v. Giga...
To embed, copy and paste the code into your website or blog: Writing for DealLawyers.com, John Jenkins yesterday took note of the Delaware Court of Chancery's decision in Pettry v. Gilead Sciences, (Del. Ch.; 11/20). Quoting this Cleary Gottlieb blog, John observes that Pettry "introduces a new element of risk that companies need to consider when considering their response to these requests – the possibility of an award of attorneys’ fees to the plaintiff". That risk has existed under California's General Corporation Law since 1977. Section 1604 provides: "In any action or proceedi...