Default HubSpot Blog

"Adspirat primo fortuna labori”

Keith Paul Bishop — Thu, 29 May 2025 20:26:32 GMT

Almost 15 years ago on June 21, 2010, I began this blog with a quotation from Book II of Vergil's Aeneid - "Adspirat primo fortuna labori” (fortune smiles upon our first efforts). That post was my first effort at blogging. I did not know how long I would maintain the blog or whether I would run out of topics to discuss. Fortunately there has been a steady stream of court decisions and statutory changes.

I am now retiring from the practice of law and this blog will no longer be maintained by Allen Matkins. At present, I plan to continue the blog with the same domain but without the sponsorship of Allen Matkins.

Thank-you to everyone who took the time to read this blog over the years, especially those who took the time to send me comments, corrections and ideas.

What California Lawyers Can Learn From Genelux

Keith P. Bishop — Mon, 08 Jan 2018 09:02:00 GMT

Last October, Vice Chancellor Parsons of the Delaware Court of Chancery issued a lengthy post-trial decision in Genelux Corp. v. Roeder (In re Genelux Corp.), 126 A.3d 644, 2015 Del. Ch. LEXIS 270, 2015 WL 6390232. A large part of the Vice Chancellor's decision addresses the question of whether a corporation may petition the Court of Chancery to invalidate the issuance of shares pursuant to Section 205 of the Delaware General Corporation Law. Because California does not have validating statute analogous to Section 205, this part of the opinion is not presently relevant to the California General Corporation Law.

The ultimate issue in Genelux was the validity of the election of two directors who won their seats by virtue of the disputed shares being voted. Genelux initially brought the suit only under Section 205 but it later filed an amended complaint under Section 225 that included a stockholder/director as a plaintiff. Section 225, which empowers the Court of Chancery to determine the validity of any election, appointment, removal or resignation of a director, is analagous to Section 709 of the California Corporations Code.

In considering Section 225, the Vice Chancellor was chary of the plaintiff's role:

There is a good possibility, however, that Simus [the plaintiff] is a shill for Genelux, who the Company pushed forward to pursue the Section 225 claim on its behalf. Simus is an accomplished individual in his own right, and I understand from his testimony that he has invested a significant portion of his life as a Genelux stockholder and director, but it does not appear that Simus is paying for this litigation out of his own pocket. His Board seat is not subject to dispute. And, Plaintiffs admit that, although Simus does not have an engagement letter with any of the lawyers in this action, Genelux is paying all of the necessary legal fees and expenses. Furthermore, as discussed above, Simus filed carelessly (or worse) a sworn verification stating that he read the Complaint, but later admitted that he had not read the whole thing and disclaimed knowledge of many of its core facts. Then, when Defendants sought production of his laptop computer to verify that he had, in fact, read it, he admitted to having disposed of the computer after this litigation began and after a litigation hold had been disseminated. Simus also admitted that Vandeman selected him to be the Plaintiff in the Section 225 action and at one point acknowledged that Genelux was driving this litigation.

Because the Vice Chancellor decided the Section 225 claim in favor of the defendants on the merits, he did not dismiss the action on this basis.

Section 709, like Section 225, authorizes only certain categories of persons to determine the validity of an election. Although the corporation arguably has an interest in obtaining certitude, it is not on either statute's list of plaintiffs. Genelux is a cautionary decision for California lawyers for corporations tempted to use a "shill" plaintiff to get relief under Section 709.

Visual-Based Post [Blogging Blueprint] (5)

SampleHubSpotUser@hubspot.com (Sample HubSpot User) — Mon, 02 Oct 2017 06:42:00 GMT

INTRODUCTION:

An image post uses a visual element as the centerpiece of your post, such as a SlideShare presentation, infographic, comic, or high-resolution images.

Use your introduction to provide a caption for your image(s). Why is it valuable? What’s the point? Image posts don’t require a lot of text, so choose your words wisely.

Here are some examples of how we use Visual blog posts here at HubSpot:

A Visual History of Google Algorithm Changes [Infographic]

Can a Career in B2B Marketing Be Fulfilling? [SlideShare]

A Sampling of the Sexiest Business Blogs on the Internet

BODY:

After just a few lines of introductory text, insert the visual.

Call out the most important elements of the visual. Include “Tweet this!” links that mention key points and vital takeaways from your visual.

CONCLUSION:

Now it’s time to say goodbye and wrap up your post. Remind your readers of your key takeaway, reiterate what your readers need to do to get the desired result, and ask a question about how they see the topic to encourage comments and conversation. Don't forget to add a Call-to-Action!

Congratulations! What a lovely image post you've created.

Visual-Based Post [Blogging Blueprint] (2)

SampleHubSpotUser@hubspot.com (Sample HubSpot User) — Mon, 02 Oct 2017 06:42:00 GMT

INTRODUCTION:

An image post uses a visual element as the centerpiece of your post, such as a SlideShare presentation, infographic, comic, or high-resolution images.

Use your introduction to provide a caption for your image(s). Why is it valuable? What’s the point? Image posts don’t require a lot of text, so choose your words wisely.

Here are some examples of how we use Visual blog posts here at HubSpot:

A Visual History of Google Algorithm Changes [Infographic]

Can a Career in B2B Marketing Be Fulfilling? [SlideShare]

A Sampling of the Sexiest Business Blogs on the Internet

BODY:

After just a few lines of introductory text, insert the visual.

Call out the most important elements of the visual. Include “Tweet this!” links that mention key points and vital takeaways from your visual.

CONCLUSION:

Congratulations! What a lovely image post you've created.

Visual-Based Post [Blogging Blueprint]

SampleHubSpotUser@hubspot.com (Sample HubSpot User) — Sun, 01 Oct 2017 07:00:00 GMT

INTRODUCTION:

An image post uses a visual element as the centerpiece of your post, such as a SlideShare presentation, infographic, comic, or high-resolution images.

Use your introduction to provide a caption for your image(s). Why is it valuable? What’s the point? Image posts don’t require a lot of text, so choose your words wisely.

Here are some examples of how we use Visual blog posts here at HubSpot:

A Visual History of Google Algorithm Changes [Infographic]

Can a Career in B2B Marketing Be Fulfilling? [SlideShare]

A Sampling of the Sexiest Business Blogs on the Internet

BODY:

After just a few lines of introductory text, insert the visual.

Call out the most important elements of the visual. Include “Tweet this!” links that mention key points and vital takeaways from your visual.

CONCLUSION:

Congratulations! What a lovely image post you've created.