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Voting by Directors and Counting Their Votes in California
April 24, 2012 Leave a Comment
Rules Governing Voting by Directors and the Tallying of the Votes by Corporate Boards in California By Gerald P. (“Jerry”) Burleson, Member of the California Bar, and Robert Kaufman, Senior Law Student, University of San Diego School of Law The board of directors of a corporation is responsible for managing the business and affairs of [...]
When Controlling Shareholders Excessively Compensate Themselves Is It a Disguised Dividend?
April 2, 2012 Leave a Comment
Minority Shareholders in California Can Sue Controlling Shareholders for Breach of their Fiduciary Duties Where They Have Paid Themselves Disproportionately as Officers of the Corporation By Gerald P. (“Jerry”) Burleson, Member of the California Bar, and Robert Kaufman, Senior Law Student, University of San Diego School of Law In California, minority shareholders can sue controlling [...]
Distinguishing Between Direct and Derivative Shareholder Actions in California
March 26, 2012 1 Comment
Distinguishing Between Direct and Derivative Shareholder Actions in California By Gerald P. (“Jerry”) Burleson, Member of the California Bar, and Robert Kaufman, Senior Law Student, University of San Diego School of Law In California, depending upon the relevant facts presented, a shareholder seeking redress against the corporation is required to pursue one of two distinct [...]
Directors and Controlling Shareholders Cannot Waive Their Fiduciary Duties to Minority Shareholders
March 19, 2012 Leave a Comment
In California, Directors and Controlling Shareholders Cannot Escape Liability for Breach of their Fiduciary Duties by Contractual Waiver By Gerald P. (“Jerry”) Burleson, Member of the California Bar, and Robert Kaufman, Senior Law Student, University of San Diego School of Law Officers, directors, and controlling shareholders have fiduciary duties to the corporation and its shareholders. [...]
Controlling Shareholders Must Act in the Interest of the Corporation and All Shareholders
March 6, 2011 Leave a Comment
In California, Majority Shareholders and Directors Cannot Use Their Power to Control the Corporation for Their Own Advantage and to the Detriment of the Corporation or the Minority Shareholders By Gerald P. (“Jerry”) Burleson, Esq., Member of the California Bar Directors and majority shareholders are fiduciaries who hold their powers to control the corporation in [...]
Minority Shareholders are Empowered to Sue for Abuse of Control by Majority Shareholders
March 6, 2011 Leave a Comment
In California, Minority Shareholders Can Sue Majority Shareholders Who Have Abused Their Power to Control the Corporation By Gerald P. (“Jerry”) Burleson, Esq., Member of the California Bar The Supreme Court of California announced a fundamental rule of fairness that must be respected in all situations where majority shareholders exercise their power to control the [...]
