Topic
Corporate Bylaws
19 published works
California Corporate & Securities Law Blog
If A Picture Is Worth A Thousand Words, Should Bylaws Have Pictures?
Nearly 13 years ago, I ruminated on the question of whether corporations are required to have bylaws. See Are Bylaws Required? As far as California is concerned, there is no requirement that…
California Corporate & Securities Law Blog
Do These 2022 Legislative Changes Require A Bylaw Refresh?
During the 2021-2022 legislative session, the California Secretary of State sponsored legislation, 2022 Cal. Stats. ch. 617, making numerous changes to the Corporations Code in anticipation of the implementation of…
Public Chatter
Universal Proxy: Should You Amend Your Bylaws?
During our recent webcast — “Proxy Season Roundtable: What You Need to Know Now” — Allison Handy joined Proxy Analytics’ Steve Pantina to discuss the potential impact of universal proxy…
The CLS Blue Sky Blog
Revisiting Corporate Bylaws for the Universal Proxy Era
On August 31, 2022, the universal proxy rules adopted last year by the Securities and Exchange Commission (SEC) will go into effect. The rules require proxy cards distributed by public…
California Corporate & Securities Law Blog
More On Board Nominations
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…
Virgin Islands Law Blog
Key Tips for Drafting Your Corporate Bylaws
One of the crucial elements of starting a new corporation is drafting its bylaws. Bylaws are the rules by which the corporation will be governed on a day-to-day basis and…
Family Business Perspectives
Pay Attention to Bylaws When Taking Corporate Actions
All too often, family businesses are run in an “informal” fashion, with insufficient attention being paid to corporate formalities, including requirements set forth in a corporation’s bylaws. The Delaware Chancery…
Delaware Corporate & Commercial Litigation Blog
Chancery Awards Fees for Therapeutic Benefit Originating in a Ruling That Bylaw Amendment Not Applicable to Prior Stockholders
In a recent ruling from the bench, the Court of Chancery approved fees for a therapeutic benefit that had its genesis in a ruling from March 2015, that was previously…
Cleary M&A and Corporate Governance Watch
Muscular Bylaws: ATP’S Lessons of Continuing Relevance
The Delaware Supreme Court’s May 8 opinion in ATP Tour, Inc. v. Deutscher Tennis Bund, is a reminder that corporate bylaws can be muscular vehicles for addressing many aspects of…
Delaware Corporate & Commercial Litigation Blog
Proposed Addition to Delaware Corporate Statute Regarding Fee Provisions in Bylaws
A proposed new addition as well as related amendments to the Delaware General Corporation Law would limit the impact of a recent Delaware Supreme Court decision in ATP Tours, Inc. v.…