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Delaware Court of Chancery Upholds Forum Selection Provisions in Board-Adopted Bylaws

On June 25, 2013, Chancellor Strine of the Delaware Court of Chancery upheld the statutory and contractual validity of bylaws adopted by a corporation's board of directors that specifically designate an exclusive forum for...more

Delaware Chancery Court Expands Number of Direct Claims Available to Stockholders

On March 15, 2013, the Delaware Court of Chancery denied motions to dismiss filed by a group of director defendants and certain affiliated funds for claims brought by a group of stockholders. The claims allege that the...more

Supreme Court's Decision Reshapes Class Certification for Future Securities Class Actions

On February 27, 2013, the U.S. Supreme Court addressed a long-standing circuit split on the issue of whether, when bringing a securities fraud class action under Section 10(b) of the Securities Exchange Act of 1934, a...more

Delaware Supreme Court Affirms Denial of Attorneys' Fees Relating to Corporate Waste Claim Based on a Board's Decision to Forego...

On January 14, 2013, the Delaware Supreme Court affirmed a trial court's denial of attorneys' fees in connection with a corporate waste claim filed against corporate board members for the board's decision to pay certain...more

Delaware Chancery Court Dismisses Stockholder's Derivative Claim Because of Inadequate Representation for Failing to First Make a...

On September 25, 2012, the Delaware Chancery Court dismissed, with prejudice, a named plaintiff's derivative claim because of inadequate representation. The dismissal applied to the named plaintiff's claim only — not to...more

Federal Court Holds That SLUSA Allows Removal of 1933 Class Action to Federal Court

On August 23, 2012, the District Court for the Northern District of California issued an opinion that analyzed whether class action lawsuits brought under the Securities Act of 1933 (the "1933 Act") were removable to federal...more

Lawyers Ask Federal Court to Strike Down Sarbanes Oxley 304 Clawbacks as Applied to Innocent Executive

On July 13, 2012, two defendants in an SEC enforcement action moved to dismiss the SEC's complaint, in part on the grounds that Section 304 of SOX was unconstitutional as applied to them. According to the complaint, the SEC...more

Delaware Chancery Court Holds that No Per Se Fiduciary Duty to Minimize Corporate Taxes Exists

On June 29, 2012, the Delaware Chancery Court dismissed a derivative lawsuit alleging breach of fiduciary duty for corporate waste for failure to minimize the corporation's taxes because the court found that there is no...more

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