Daniel Dufner

Daniel Dufner

White & Case LLP

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Courts Differ on Enforceability of Unilaterally Adopted Forum Selection Bylaws

While forum selection bylaws have become increasingly popular with US public companies, courts in Delaware and Oregon recently came to opposite conclusions on whether such bylaws, when unilaterally adopted by a board of...more

9/11/2014 - Board of Directors Bylaws Fiduciary Duty Fiduciary Liability Forum Selection Clause Jurisdiction

Recent Practical Effects of “Just Saying No”

In the past few months, we have seen an increasing number of hostile or unsolicited M&A bids where boards of directors of target companies have resisted bidders’ advances. Traditionally, the board-friendly Delaware approach,...more

7/17/2014 - AstraZeneca Board of Directors Business Judgment Rule Delaware General Corporation Law Fiduciary Duty Hostile Takeover Pfizer Target Company

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