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Delaware's decision to amend Section 102b7 to permit the exculpation of certain officers for direct but not derivative stockholder suits for monetary damages for breach of fiduciary duty is attracting a great deal of attention. The idea of exculpating officers is not new. ....
Delaware's decision last summer to amend Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for. ....
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 committee of the board its authority with respect to share repurchases. The statute, however, includes an exception to the limitation. Subdivision (f) of Section 311 permits such a delegation if the repurchase or redemption is within a price range set forth in the articles or determined by the board . ....
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 may not delegate to a committee of the board its authority with respect to share repurchases. The statute, however, includes an exception to the limitation. Subdivision (f) of Section 311 permits such a delegation if the repurchase or redemption is within a price range set forth in the articles or determined by the board . ....