Board Directors Resolution With Retrospective Effect In Texas
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California corporations now have a mechanism to retroactively remedy defective corporate actions, after lawmakers approved new procedures to allow corporations to petition the superior court to ratify corporate acts not in compliance (or purportedly not in compliance).
For example, shareholders who have held shares in the company for the longest period of time might have priority in purchasing newly issued shares. Provisions for dispute resolution mechanisms to help avoid and/or resolve any disputes between existing shareholders and new investors which may arise.
Texas law authorizes the state attorney general to legal claims in the name of the state to obtain a temporary or permanent injunction against a municipality adopting a regulation in violation of this preemption law, and also authorizes the attorney general to seek to recover reasonable expenses incurred in obtaining ...
Statutory Preemptive Rights. (a) If the shareholders of a corporation have a preemptive right under this subchapter, the shareholders have a preemptive right to acquire proportional amounts of the corporation's unissued or treasury shares on the decision of the corporation's board of directors to issue the shares.
Notice of Meeting. (a) Regular meetings of the board of directors of a corporation may be held with or without notice as prescribed by the corporation's bylaws. (b) Special meetings of the board of directors shall be held with notice as prescribed by the bylaws.
21.057. BYLAWS. (a) The board of directors of a corporation shall adopt initial bylaws. (b) The bylaws may contain provisions for the regulation and management of the affairs of the corporation that are consistent with law and the corporation's certificate of formation.
– All stockholders of a stock corporation shall enjoy pre-emptive right to subscribe to all issues or disposition of shares of any class, in proportion to their respective shareholdings, unless such right is denied by the articles of incorporation or an amendment thereto: Provided, That such pre-emptive right shall not ...
(a) The act of a majority of the directors present at a meeting at which a quorum is present at the time of the act is the act of the board of directors of a corporation, unless the act of a greater number is required by the certificate of formation or bylaws of the corporation or by this code.
Section 27.01 - Fraud in Real Estate and Stock Transactions (a) Fraud in a transaction involving real estate or stock in a corporation or joint stock company consists of a (1) false representation of a past or existing material fact, when the false representation is (A) made to a person for the purpose of inducing that ...
