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California has multiple types of nonprofit corporations.

The existence of accrued and unpaid dividends can hang like an ominous cloud over a corporation's future financings. Are these accrued but unpaid dividends in the nature of a debt that cannot be erased...

UCLA Law Professor Stephen Bainbridge recently answered the question of whether shareholders may remove a corporation's chief executive officer and chairman of the board from a Delaware perspective.

Yesterday, I listened to a talk by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery entitled "Purpose, Power, and Fiduciary Duty: Dimensions of Delaware's Corporate Law Regime".

A recent Alaska Supreme Court decisions addresses, but does not decide, the question of whether a corporation may punish a director by withholding corporate information.

For example, a director of a corporation that prepares kosher food might rely on a rabbi as to matters pertaining to kashrut.

Yesterday's discussion of an amicus brief filed by 17 law professors in a case challenging SB 826, California's female director quota mandate, reminded me of a related question that I raised a few years ago...

Last Friday's post addressed Vice Chancellor Slights' novel ruling that outsider reverse veil piercing is an equitable remedy that is available in Delaware.

Earlier this week, I wrote about the classifications used by ISS in determining whether a director is "diverse". In short, I found ISS' scheme illogical and perverse.

Chapter 5 of the California General Corporation Law limits when a California corporation may make a distribution to its shareholders.

I recently wrote about the California Supreme Court's decision not to decide whether a bumblebee is a fish. It there fore may be no surprise that in California a business trust may be a foreign corporation.

Under the California General Corporation Law, a shareholder whose shares are pledged is entitled to vote those shares until the shares have been transferred into the name of the pledgee. Cal. Corp.

Last week the Nevada Supreme Court answered the following question that was certified to it by the Ninth Circuit Court of Appeals...

In 1869, Wyoming became the first state to extend voting rights to women. In 1977, Wyoming became the first state to enact a law allowing for the formation of a business entity known as a "limited liability company".

In Orzeck v. Englehart, 195 A.2d 375 (Del. 1963), the Delaware Supreme Court adopted what the Court of Chancery subsequently described as a "bedrock" doctrine of Delaware corporate law - the "Doctrine of Independent Legal Significance".

One of the more unusual bills enacted by the legislature this year concerns the use of "creative expression" in criminal proceedings. AB 2799 (Jones-Sawyer) defines "creative expression"...

Parties exchange drafts of a contract and before signing one party surreptitiously substitutes provisions in the copy to be executed. Some might call this "promissory fraud"...