Emily Stern

Emily Stern

Katten Muchin Rosenman LLP

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Delaware Court of Chancery Restricts Board’s Ability to Subject Former Shareholders to New Bylaws

The Delaware Court of Chancery recently held, in a case of first impression, that a non-reciprocal fee-shifting bylaw cannot be applied to a claim brought by a former shareholder who had been cashed out of the company before...more

3/26/2015 - Board of Directors Bylaws Corporate Governance Fee-Shifting Going-Private Transactions Reverse Stock Splits Shareholders

Delaware Court Limits Section 220(d) Books and Records Inspections to Current Directors

The Court of Chancery of the State of Delaware strictly held that a non-stockholder and alleged former director was not entitled to inspect a Delaware corporation’s books and records as a matter of right under Delaware Code...more

1/9/2014 - Board of Directors Books & Records Directors Request For Information Section 220 Request

Ninth Circuit Remands “Say-on-Pay” Cases Back to State Court for Lack of Jurisdiction

The US Court of Appeals for the Ninth Circuit affirmed the lower court’s decision to remand to state court two “say-on-pay” cases, finding no questions of federal law had been raised. In the shareholder derivative actions,...more

8/14/2013 - Board of Directors Dodd-Frank Executive Compensation Jurisdiction Remand Say-on-Pay Shareholders

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