David Kolker

David Kolker

Bracewell & Giuliani LLP

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Delaware Court Approves Out-Of-State Forum Selection Bylaw Adopted At Time Of Merger

In City of Providence v. First Citizens BancShares Inc. et al., C.A. No. 9795-CB (Del. Ch. Sept. 8, 2014), the Delaware Court of Chancery (Bouchard, C.) held that a minority shareholder's claims against a Delaware...more

9/30/2014 - Board of Directors Bylaws Exclusive Forum Forum Forum Selection Clause Mergers Out-of-State Companies Shareholders

Second Circuit Clarifies the Limits on The Extraterritorial Application of U.S. Securities Laws

On May 6, 2014, the U.S. Court of Appeals for the Second Circuit affirmed the dismissal of a putative securities class action brought by purchasers of foreign issued-securities on a foreign exchange. City of Pontiac...more

5/15/2014 - City of Pontiac Extraterritoriality Rules Foreign Judgments Foreign Jurisdictions Morrison v National Australia Bank SCOTUS Securities Exchange Act Securities Litigation

Delaware Supreme Court Confirms The Path to Business Judgment Review In Controlling Stockholder Transactions

On March 14, 2014, the Delaware Supreme Court issued its eagerly-awaited decision in Kahn v. M&F Worldwide Corp., No. 334, 2013 (Del. March 14, 2014). The Court affirmed the Chancery Court's holding (Strine, C.) that the...more

3/20/2014 - Controlling Stockholders MFW Minority Shareholders Shareholder Litigation Shareholders Summary Judgment

Delaware Court of Chancery Addresses Director's Duties In Connection With Change of Control Put Provisions

In a recent decision issued by the Delaware Court of Chancery, Chancellor Strine enjoined an incumbent board from impeding a shareholder consent solicitation that sought to install a competing slate of directors. The Court...more

3/27/2013 - Board of Directors Fiduciary Duty Put Provisions Rival Director Slate Shareholders

Supreme Court Holds That Proof Of Materiality Is Not A Prerequisite To Certification Of Fraud-On-The-Market Securities Class...

On February 27, 2013, the United State Supreme Court issued its decision in Amgen Inc. v. Connecticut Retirement Plans & Trust Funds, No. 11-1085, 568 U.S. __ (2013). In an opinion authored by Justice Ginsburg,1 the Supreme...more

3/8/2013 - Amgen Inc. v Connecticut Retirement Plans Class Action Class Certification Fraud Fraud-on-the-Market SCOTUS

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