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Proposed Legislation Threatens Corporations' Ability to Select Forum

Current Delaware law permits a Delaware corporation to adopt a bylaw specifying an exclusive forum other than Delaware to litigate intra-corporate disputes, so long as there is a logical connection between the forum selected...more

Update: Proposed Amendments to DGCL, Including Ban on Fee-Shifting and Permitting Exclusive Forum Provisions

The Corporation Law Section of the Delaware State Bar Association has approved, in substantially the form proposed by the Delaware Corporate Council, amendments to the General Corporation Law of the State of Delaware (DGCL)...more

Adoption of Fee-Shifting Bylaws by Pennsylvania Corporations

Recently, there has been some unusual excitement in the corporate bar in Delaware after the Supreme Court of Delaware held that a nonstock corporation could adopt a bylaw requiring a losing plaintiff in a lawsuit involving...more

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

Does The Victims Of Corporate Fraud Compensation Fund Deny Due Process?

In notorious defiance of the California Constitution, the legislature in 2002 established the Victims of Corporate Fraud Compensation Fund. See Victims of Corporate Fraud. The purpose of the fund is to provide ”restitution to...more

Eighth Circuit Questions Minnesota Reporting Requirements for Independent Expenditures

In a split decision, the full Eighth Circuit Court of Appeals reversed a Minnesota District Court’s denial of a motion for a preliminary injunction, noting that the appellants, Minnesota business entities, are likely to...more

Some Important Bills To Watch Tomorrow

Tomorrow, the Assembly Judiciary Committee will hear several important bills that passed out of the Senate: - SB 323 (Vargas) - This bill would enact the California Revised Uniform Limited Liability Company Act to...more

The New NRLB Rules: What is the Current Status?

On May 15, 2012, the Federal District Court in Washington, D.C. enjoined effect of the new NLRB election rules, noting in the opinion that the the National Labor Relations Board did not have a legal quorum voting when the...more

Federal Court Invalidates NLRB’s ‘Ambush Election’ Rule

Finding that no quorum existed to allow the National Labor Relations Board to take administrative action, a federal judge in Washington, D.C., has struck down the NLRB’s attempt to change the way it handled elections in the...more

Federal Court Enjoins NLRB’s "Ambush Election" Rule on Procedural Grounds; Reprieve for Employers May Prove Short-Lived

On Monday, May 14, 2012 a federal court in Washington, D.C. issued an Order invalidating the NLRB's controversial "ambush election" rules which took effect on April 30, 2012, on grounds that the rules were not properly...more

Judge Blocks NLRB's Union Election Rules

On Monday, a federal judge in Washington, D.C. blocked the National Labor Relations Board’s controversial new rules concerning the union representation election process that had gone into effect at the end of April 2012. The...more

Act Now Advisory: Court Strikes Down NLRB "Quickie Election" Rules .

In a sharp setback for the National Labor Relations Board (the “Board”), a federal district court in Washington, D.C. (the “Court”), struck down the Board’s election rules, which took effect on April 30, 2012, on technical...more

NLRB Notice Posting Requirement and New Representation Election Rules

On August 25, 2011, the National Labor Relations Board (NLRB) issued a rule requiring essentially all private employers to post a notice informing employees of their rights under the National Labor Relations Act (the Act). ...more

Judge Rules NLRB's Fast-Track Election Rule Invalid

On May 14, 2012, U.S. District Judge James Boasberg, a 2011 Obama appointee to the Washington, D.C. District Court, found invalid the National Labor Relations Board's recent rule that would speed up union elections, because...more

The Case Of The Board Member Who Didn’t Show Up – Or Did She?

Consider a board with a total of five authorized members but with only three members in office. The board is facing a various contentious decision on whether to engage in a transaction. Two of the board members favor...more

There’s Something About Section 800 And ISS Adds Panelist

California Corporations Code Section 800 governs derivative lawsuits. Yesterday, I wrote about the fact that the California legislature has made Section 800 expressly applicable to foreign corporations (as defined in Section...more

Update on Redevelopment Law: Litigation Proceeds - Uncertainty Continues

True to their promise, the California Redevelopment Association, or CRA, and the California League of Cities, or CLC, petitioned the California Supreme Court on July 15, 2011 for a writ of mandate challenging the...more

Proponents of Extracting Slavery Reparations From Private Interests Must Contend with Equity's Maxims

Charles E. Rounds, Jr., Proponents of Extracting Slavery Reparations From Private Interests Must Contend with Equity’s Maxims, 42 U. Tol. L. Rev. 673 (2011): That the national conversation on slavery reparations has been, and...more

Damages for negligent misstatement - McKie v Swindon College

HR practitioners and lawyers will be familiar with the UK case of Spring v Guardian Assurance [1995] 2 AC 296, that an employee may make such a claim following a reference negligently prepared by an employer. Regular readers...more

Delaware Chancery Court Enjoins Stockholder Vote For Lack Of Adequate Disclosures In Proxy Statement

In Maric Capital Master Fund, Ltd. v. PLATO Learning, Inc., C.A. No. 5402-VCS (Del. Ch. May 13, 2010), the Court of Chancery of the State of Delaware granted plaintiff Maric Capital Master Fund’s (“Maric”) motion for a...more

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