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Update: Delaware Fee-Shifting Prohibition Reaching Match Point

As previously discussed, Delaware enacted legislation that prohibits corporations from adopting charter or bylaw provisions that shift a corporation’s legal costs to stockholders who are unsuccessful in litigation with...more

9th Circuit Rejects Representative Action Waivers for PAGA Claims

If you read one thing... - With 9th Circuit ruling, California federal courts no longer a potential channel for employers to enforce representative action waivers for PAGA claims...more

Co-Investments: Positives and Pitfalls

The popularity and number of co-investments has been on the rise. Co-investment opportunities are seen by investors as more unique, lower-cost alternatives to typical private equity fund investments. For fund sponsors,...more

Fee-Shifting Prohibition Clears a Hurdle

Last week, the Delaware Senate, in response to a prior Delaware Supreme Court ruling, voted to approve legislation that would prohibit corporations from adopting charter or bylaw provisions that shift a corporation’s legal...more

Fee-Shifting Bylaws: State of Play

The fate of “loser plays” fee-shifting bylaw/charter provisions has yet to be finally determined. As previously mentioned in a blog, fee-shifting language has, however, shown up in a number of ways, both with respect to...more

Fee-Shifting Provisions and the SEC

As noted in a prior blog, some companies have recently adopted fee-shifting provisions (i.e., language providing that a suing stockholder must pay the corporation’s legal fees and expenses if the stockholder does not obtain a...more

Delaware Fee-Shifting Bylaws Update

As previously discussed, the Delaware legislature postponed, until it reconvenes in 2015, its consideration of legislation aimed at limiting enforceability of fee-shifting bylaw provisions to non-stock corporations. Despite...more

10/9/2014  /  Bylaws , Fee-Shifting

The Texas Supreme Court Decision in Ritchie v. Rupe

On June 20, 2014, the Texas Supreme Court issued its opinion in Ritchie v. Rupe, 2014 Tex. LEXIS 500 (Tex. 2014). In Ritchie, a minority shareholder in a closely held corporation attempted to force the majority shareholders...more

Corporate Renewable Energy Buyers’ Principles Highlight the Promise of Consumer/Utility Collaboration in Renewable Power...

As we wrote earlier this year, end-use corporate energy consumers large and small are increasingly turning to distributed power generation using solar, wind and other technologies to reduce purchased power costs and price...more

2014 Changes to Delaware Corporate Law

Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more

Delaware Fee-Shifting Legislation Postponed

As previously discussed (see below), a recent decision of the Delaware Supreme Court upholding a “fee-shifting” bylaw provision gave rise to proposed legislation aimed at limiting such provisions to non-stock corporations....more

6/24/2014  /  Bylaws , Fee-Shifting

Delaware May Level Playing Field With Regard to Fee-Shifting Bylaws

As discussed (see link below), a recent decision of the Delaware Supreme Court could be a game changer in the world of stockholder litigation. In ATP Tour, Inc. v. Deutscher Tennis Bund (Del. May 8, 2014), the Delaware...more

Delaware Serves Up a Possible Game Changer with Validation of Fee-Shifting Bylaw

A recent decision of the Delaware Supreme Court may be a game changer in the world of stockholder litigation. In ATP Tour, Inc. v. Deutscher Tennis Bund (Del. May 8, 2014), the Delaware Supreme Court addressed the validity of...more

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