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... . The Supreme Court's decision addressed a proposed stockholder bylaw that would have required the Board of Directors of CA, Inc. to reimburse the reasonable expenses incurred by stockholders in conducting successful "short-slate" proxy contests. The Court held that, ... circumstances that a proper application of fiduciary principles could preclude" and, thus, if adopted, could cause CA to violate Delaware law. The Delaware Supreme Court's decision has numerous implications. It reaffirms the bedrock ...

... to the directors' fiduciary duty and, in the case of a DE corporation, subject to any limitation set forth in its certificate of incorporation (as provided by the DE statute) - the CA board of directors does not have obligatory involvement with day-to-day management of the business and affairs of the enterprise. To suggest that it does have a duty to manage the business and affairs of CA, Inc. - or even might - is mischievous!

In CA, Inc. v. AFSCME Employees Pension Plan, No. 329, 2008 (Del. July 17, 2008), the Delaware Supreme Court held that a stockholder proposed bylaw that would require the company to reimburse a stockholder's reasonable proxy expenses in event that the stockholder succeeded in having at least one director elected pursuant to a proposed short slate would violate Delaware law. "This case involves a binding bylaw that the shareholders seek to impose involuntarily on the directors in the ...

... analysis - and quick - from Travis Laster: Yesterday, the Delaware Supreme Court issued its much anticipated decision in CA, Inc. v. AFSCME Employees Pension Plan, No. 329, 2008 (Del. July 17, 2008), which resolved ... meeting notwithstanding the bylaw. Here again, I expect that the Delaware courts will support boards who act in accordance with mandatory bylaws. The CA Court was careful to leave itself wiggle room for the future, cautioning that it could not "articulate with doctrinal exactitude a ...

... at the Canadian Intellectual Property Office shows that this is likely because i4i, Inc's corresponding Canadian patent (CA 2,150,765), which issued in 2000, lapsed in 2004 ... 2004. All together, from 2003 to 2009, the annual maintenance fees for those seven years for CA 2,150,765 would have been a mere $825 (at the "small entity" rate). ... or subsequent application. So I don't think we will see similar litigation by i4i, Inc. against Microsoft Corp. at home here in Canada and sales of MS Word should ...

The complaint, filed with the Los Angeles Superior Court on August 25, 2006, alleges improprieties in the video game maker's issuance of stock options. Both current and former officers are named. The shareholder complaint follows an August 7, 2006 request by the U.S. Securities and Exchange Commission for documents and information regarding THQ's stock option grant practices. Coverage at: [www.shorl.com] (Reuters) Share this post: email it! | del.icio.us it! | digg it! | reddit!

... California Supreme Court. The most recent decision to suggest this schism is Cohen v. DIRECTV, Inc. (October 28, 2009) from the Court of Appeal (Second Appellate District, Division Eight). ... is necessary only to show that 'members of the public are likely to be "deceived." ' " ' (Kasky v. Nike, Inc. (2002) 27 Cal.4th 939, 951, 119 Cal.Rptr.2d ... nothing to do with the nonrestitutionary disgorgement disallowed in Kraus v. Trinity Management Services, Inc., supra, 23 Cal.4th 116, 96 Cal.Rptr.2d 485, ...

In Reid v. Google, Inc., ___ Cal.App.4th ___ (Oct. 4, 2007), the Court of Appeal (Sixth Appellate District) addressed "vested interest" restitution under the UCL. The concept of "vested interest" restitution was addressed in ... Supply Co. v. Lockheed Martin Corp. (2003) 29 Cal.4th 1134, 1148 (Korea Supply Co.); Kraus v. Trinity Management Services, Inc. (2000) 23 Cal.4th 116, 126-127 (Kraus).) Specifically, a defendant may be compelled to return "money obtained through an unfair business practice ...

ANN TAYLOR, INC. v. HERITAGE INSURANCE SERVICES, INC. INSURANCE: NEGLIGENT MISREPRESENTATION; CERTIFICATE OF INSURANCE; EXCLUSIONS 2007-CA-000317 PUBLISHED: AFFIRMING PANEL: MOORE PRESIDING; KELLER, THOMPSON CONCUR JEFFERSON COUNTY DATE RENDERED: 7 ... and refused payment. Appellant sued, arguing that the COI did not list this exclusion. Appellant alleged negligent misrepresentation. CA held that the COI clearly does not alter the terms of the policy. Cases cited regarding differences between a COI ...

Another opinion interpreting Tobacco II has been published this week: Cohen v. DIRECTV, Inc., ___ Cal.App.4th ___ (Sept. 28,2009; pub. ord. Oct. 28, 2009 ... 1267, 10 Cal.Rptr.2d 538, 833 P.2d 545; Committee on Children's Television, Inc. v. General Foods Corp., supra, 35 Cal.3d at p. 211, 197 Cal.Rptr. ... requires proof only that "members of the public are likely to be deceived"); Morgan v. AT&T Wireless Services, Inc., 177 Cal.App.4th 1235, 1253 (2009) ("[P]re-Proposition 64 caselaw that describes ...