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21 May 2015, 8:29 am by Chris Jaglowitz
At paragraph 115 in Ballingall v Carleton Condominium Corporation No. 111,  Justice Catherine Aitken provides this guidance to help directors understand their obligations and a clear example and description of what directors should never do: A reasonably prudent director of a condominium corporation, attempting to meet his responsibilities as a director, would not undermine Board decisions, mislead unit owners as to the… [read post]
19 Nov 2010, 8:21 am by Jeff Schwartz
The 7th Circuit decision in Jones v. [read post]
7 Aug 2017, 3:30 am by Peter Mahler
General Board Authority to Fix Director Compensation A third statutory protection potentially available to the board was BCL § 713 (d), which states that unless otherwise restricted by the certificate of incorporation or by-laws, “the board shall have authority to fix the compensation of directors for services in any capacity. [read post]
25 Jan 2016, 5:00 am by Randi Morrison
The GAO identified various factors that may hinder women’s increased representation among directors. [read post]
23 Oct 2009, 6:37 am
  He described the board of directors at General Motors this way: if ever a board of directors needed shuffling, it was GM's, which had been utterly docile in the face of mounting evidence of looming disaster. [read post]
12 Dec 2007, 9:18 am
Gifford puts corporate boards and their attorneys on notice that the attorney-client privilege may not protect corporate investigations from discovery in shareholder suits. [read post]
18 Nov 2008, 9:34 am
In particular, Judge Hellerstein wants to consider the election exclusion under Rule 14a-8(i)(8), which holds that a company may exclude a proposal "[i]f the proposal relates to a nomination or an election for membership on the company's board of directors or analogous governing body or a procedure for such nomination or election. [read post]
23 Jan 2010, 11:12 am by Charles M. Nathan, Latham & Watkins LLP,
Finally, whether or not the confidential board information actually leaks from or is otherwise misused by the investor, the very fact that board deliberations may not be confidential because of an assumed privilege on the part of a constituency director could also cause the board to become less effective as directors edit their remarks or behavior because of a fear that their colleagues are revealing their discussions to third parties. [read post]
17 Sep 2010, 2:05 pm by Edward M. McNally
Millennium Digital Media Systems LLC, C.A. 2993-VCS (September 17, 2010) There are many decisions pointing out that a board of directors may have a duty to accept a higher offer even after it has signed a merger agreement. [read post]
11 Mar 2010, 12:37 pm by Steve Bainbridge
Eight (out of 11) members of Toll Brothers board of directors sold significant amounts of the company’s stock between December 2004 and September 2005. [read post]