Business Law Prof Blog
Boeing decision in the Northern District of Illinois. In sum, a district court ruled that Boeing’s forum selection bylaw – requiring that all derivative actions be filed in Delaware Chancery – applied even to federal securities claims brought under Section 14(a) of the Exchange Act. That matters because Delaware Chancery has no jurisdiction to hear Section 14(a) claims; dismissal in favor of the Delaware forum, as a practical matter, was a holding that the forum selection bylaw defeated plaintiffs’ ability to bring derivative Section 14(a) claims at all. Which would seem to be in tension with the anti-waiver provisions of the Exchange Act, which voids “[a]ny condition, stipulation, or provision binding any person acquiring any security to waive compliance with any provision of this title.” 15 U.S.C. § 78cc(a).
Form DEF 14A Savara Inc For: Jun 10
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Form 8-K POWERVERDE, INC For: Apr 16
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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).
Can A California Corporation Issue Convertible Shares?
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