How A Panic In Manhattan Caused A Bank Failure In Manhattan | Allen Matkins jdsupra.com - get the latest breaking news, showbiz & celebrity photos, sport news & rumours, viral videos and top stories from jdsupra.com Daily Mail and Mail on Sunday newspapers.
To embed, copy and paste the code into your website or blog:
I first wrote about the preclusive effect, if any, of a dismissal of a parallel derivative action some nine years ago when I wrote about Vice Chancellor J. Travis Laster s ruling in
La. Mun. Police Emples. Ret. Sys. v. Pyott, 46 A.3d 313, (2012).
SeeDelaware Court of Chancery Overrules Federal Court. A year later, the Delaware Supreme Court reversed that ruling in Pyott v. La. Mun. Police Emples. Ret. Sys., 74 A.3d 612.
Pyott involved the effect of a dismissal of a derivative action by a federal court on a pending derivative action in state court. Earlier this month, U.S. District Court Judge Yvonne Gonzalez Rogers considered the converse situation - the effect of a California state court s dismissal of a derivative action on a pending derivative action in federal court.
May a California corporation issue shares that are convertible
ex
proprio motu into shares of any other class or series or any other of its securities? The answer is yes but only if that right is provided in the articles of incorporation and then only in two limited circumstances.
The first is when the corporation has a license or franchise from a governmental agency to conduct its business or the corporation is a member of a national securities exchange registered under the Securities Exchange Act of 1934, provided the license, franchise or membership is conditioned upon some or all of the holders of its shares possessing prescribed qualifications. In such cases, the the shares may be converted at the option of the corporation to the extent necessary to prevent the loss of that license, franchise or membership (or to reinstate it). Cal. Corp. Code § 403(a)(2).
To embed, copy and paste the code into your website or blog:
Lynn Jokela at TheCorporateCounsel.net blog took note yesterday of recently updated guidance from the SEC s Division of Corporation Finance concerning the conduct of shareholder meetings in light of the Covid-19 pandemic. Among other things, the guidance observes: Exchange Act Rule 14a-8(h) requires shareholder proponents, or their representatives, to appear and present their proposals at the annual meeting. In light of the possible difficulties for shareholder proponents to attend annual meetings in person to present their proposals, the staff encourages issuers, to the extent feasible under state law, to provide shareholder proponents or their representatives with the ability to present their proposals through alternative means, such as by phone, during the 2020 and 2021 proxy seasons.
California Legislature Mulls Imposing Greenhouse Gas Emissions Disclosure Requirements | Allen Matkins jdsupra.com - get the latest breaking news, showbiz & celebrity photos, sport news & rumours, viral videos and top stories from jdsupra.com Daily Mail and Mail on Sunday newspapers.