James Beha II

James Beha II

Morrison & Foerster LLP

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Exclusive Forum Provisions: A New Item for Corporate Governance and M&A Checklists

Public companies increasingly are adopting “exclusive forum” bylaws and charter provisions that require their stockholders to go to specified courts if they want to make fiduciary duty or other intra-corporate claims against...more

6/26/2014 - Board of Directors Bylaws Corporate Charters Corporate Governance Exclusive Forum Fiduciary Duty Publicly-Traded Companies Shareholder Litigation Shareholders

Second Circuit Applies “Morrison” to Reject “Listing Theory”

On May 5, 2014, the U.S. Court of Appeals for the Second Circuit decided City of Pontiac v. UBS AG, affirming the dismissal of a securities fraud complaint against UBS and holding that the Supreme Court's decision in Morrison...more

6/10/2014 - Appeals City of Pontiac Extraterritoriality Rules Foreign Exchanges Listing Theory Morrison v National Australia Bank Section 10(b) Securities Securities Fraud UBS

Kahn v. MF Worldwide Corp. The Delaware Supreme Court Affirms In re MFW Holding That a Going-Private Transaction May Gain the...

On March 14, 2014, the Delaware Supreme Court decided Kahn v. MF Worldwide Corp. and unanimously affirmed the Chancery Court’s ruling in In re MFW. As we discussed previously, in In re MFW, then-Chancellor (now Chief Justice)...more

3/27/2014 - Business Judgment Rule Going-Private Transactions MFW Shareholder Litigation Shareholders Standard of Review

Commercial Division Enforces Forum-Selection Bylaw

Delaware courts have recently approved of corporate forum-selection bylaws, in which corporations select a single, exclusive forum — typically, the Delaware Chancery Court — for suits, including shareholder derivative suits,...more

2/21/2014 - Forum Forum Selection Clause Jurisdiction

A Significant Decision For Going-Private Transactions

In a decision with great potential significance for the structuring of going-private transactions, Delaware Chancellor Leo Strine recently held in In re MFW Shareholders Litigation that a merger with a controlling stockholder...more

8/27/2013 - Business Judgment Rule Going-Private Transactions Mergers Minority Shareholders Shareholder Litigation

In re MFW Shareholders Litigation: Controlling Shareholder in Going-Private Transaction May Gain the Benefit of the Business...

In a decision with great potential significance for the structuring of going-private transactions, Delaware Chancellor Leo Strine recently held in In re MFW Shareholders Litigation that a merger with a controlling stockholder...more

8/20/2013 - Business Judgment Rule Going-Private Transactions MFW Minority Shareholders Shareholder Litigation Shareholders

Recent Decisions Show Courts Closely Scrutinizing Fee Awards in M&A Litigation Settlements

Shareholder class and derivative suits quickly follow virtually every significant merger announcement. The vast majority of those suits that are not dismissed settle quickly, with the defendant corporation typically agreeing...more

4/30/2013 - Attorney's Fees Derivative Suit Fees Settlement Shareholder Litigation

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