Hit send too early. This paragraph is most interesting. Shared governance is of course a political concept, but would involving the Board on specific decisions not violate the SoP principle that Kavouss and others have rightly highlighted? Would it hold water in California courts?
Just as an example, the Bylaws could provide that all SOs and ACs must approve specific decisions in order for the community to direct the Sole Member with respect to the unwanted statutory right. This could even include involving the Board of Directors (for example with a trigger right, or an approval or veto right) with respect to dissolution and other statutory rights of concern. *The goal of such an approach would be to assure shared as opposed to unilateral governance of specifically identified critical decisions*
On Sat, Oct 3, 2015 at 3:25 PM, Arun Sukumar <arun.sukumar@nludelhi.ac.in> wrote:
Just as an example, the Bylaws could provide that all SOs and ACs must approve specific decisions in order for the community to direct the Sole Member with respect to the unwanted statutory right. This could even include involving the Board of Directors (for example with a trigger right, or an approval or veto right) with respect to dissolution and other statutory rights of concern. Th*e goal of such an approach would be to assure shared as opposed to unilateral governance of specificallyidentified critical decisions*
On Sat, Oct 3, 2015 at 12:54 PM, Seun Ojedeji <seun.ojedeji@gmail.com> wrote:
Hello Gregory,
This is quite helpful memo, I particularly like the text below:
"...Level 2: A consensus among all participating SOs and ACs (based on the Level 1 decisions of each participant) is then required to meet whatever decision threshold for a particular matter has been set in the Bylaws; it is at this level, Level 2, where it is entirely lawful to impose severe limits on the ability to direct the Sole Member with respect to any statutory rights that are of concern.."
Will be good to know how this will work with ACs especially if votes is used to gauge consensus (this ofcourse is not a legal question)
Regards
Sent from my Asus Zenfone2 Kindly excuse brevity and typos. On 2 Oct 2015 20:39, "Gregory, Holly" <holly.gregory@sidley.com> wrote:
Thomas, Mathieu and Leon and CCWG,,
In addition to slides comparing the Sole Member, Sole Designator and Board Proposal from last week (which we understand did not get posted yet) , we are providing a memo as requested in LA that discusses how the statutory rights of a member can be constrained in the Sole Member model.
Kind regards, Holly and Rosemary
*HOLLY* *GREGORY* Partner
*Sidley Austin LLP* +1 212 839 5853 holly.gregory@sidley.com
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