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American Quarter Horse Association Rule Against Registration of Cloned Horses Found Not To Violate Sherman Act

A Matsushita “Quick Look” Analysis Demonstrates that While Plausible, No Evidence Supports An Actionable Conspiracy or Monopoly. Abraham & Veneklasen Joint Venture et al. v. Am. Quarter Horse Ass’n, 776 F.3d 321 (5th Cir....more

Wannabe Derivative Plaintiffs of Delaware Corporations Cannot Skirt Delaware Law By Filing Suit in California

It is well-established that a shareholder-plaintiff may not assert derivative claims against a corporation’s officers or directors unless he or she makes a pre-suit demand on the corporation’s board of directors and alleges...more

Ellis v. OTLP GP, LLC, C.A. No. 10495-VCN (Del. Ch. Jan. 30, 2015) (Noble, V.C.)

In this letter opinion, the Court of Chancery denied plaintiffs’ motion to expedite certain contractual claims arising from the sale of a limited partnership after finding that the claims were not colorable. Plaintiffs were...more

Minority Shareholders Liable as Transferees for Unpaid Corporate Taxes Due to Wrongdoing of Majority Shareholders

The Tax Court has found two minority shareholders liable to return several million of dividends they received from a corporation when the corporation failed to pay federal income taxes at the direction of majority...more

Post-Dispute Adoption of Arbitration Bylaw Fails

Recent court decisions in other states allowing enforcement of certain “forum selection” clauses in corporate bylaws has sparked much discussion on the scope of such clauses. A California court has just weighed in and made it...more

U.S. Supreme Court’s Omnicare Decision Leaves Open Narrowed Theory Of Liability For Statements Of Opinion Under Federal Securities...

Can a public company violate the federal securities laws simply by expressing an opinion that turns out to be wrong? In 2013, the U.S. Court of Appeals for the Sixth Circuit startled the business community by recognizing just...more

Delaware Bar Proposes Amendments to Ban Fee-Shifting Provisions and Allow Delaware-Only Forum Selection Provisions in Corporate...

The Council of the Corporation Law Section of the Delaware State Bar Association recently released proposed amendments to the Delaware General Corporation Law (DGCL) that would prohibit fee-shifting provisions in a...more

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

Supreme Court Clarifies Liability for Statements of Opinion in Registration Statements

The U.S. Supreme Court ruled today that a statement of opinion in a registration statement cannot be actionable as a misstatement of fact under § 11 of the Securities Act of 1933 if the issuer actually believed the opinion...more

Swomley v. Schlecht, C.A. No. 9355-VCL (Del. Ch. Mar. 12, 2015) (Laster, V.C.)

In this letter opinion, the Court of Chancery declined to enter a form of stipulated order that proposed providing notice to purported class members and a hearing on plaintiffs’ motion for attorneys’ fees and expenses prior...more

Delaware Proposal Banning Fee-Shifting and Permitting Exclusive Forum Provisions

Following the unexpected May 2014 decision of the Delaware Supreme Court in ATP Tour Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014), upholding the validity of fee-shifting bylaws of a non-stock corporation, the...more

Holder of Equity Interest in Bankrupt Company not Entitled to Become Shareholder in Reorganized Entity

A recent Eleventh Circuit case examines equity shareholders’ role (or lack thereof) in a reorganized entity. Vision-Park Properties owned an equity share of Seaside Engineering & Surveying, Inc. Seaside filed for Chapter 11...more

Late Notice of Claim Costs Kentucky Hospital $10 Million

A federal court in Kentucky ruled on March 17 that Ashland Hospital had forfeited $10 million of insurance coverage because it was late in notifying its insurance company of the claim....more

State Bar Council Proposes New Legislation for Delaware Fee-Shifting Ban and Delaware Court of Chancery Considers Fee-Shifting...

In December, we reported on the Delaware Court of Chancery’s continued validation of board-adopted forum-selection bylaws in City of Providence v. First Citizens BancShares, Inc., 99 A.3d 229, 234 (Del. Ch. 2014), and the...more

What’s New in Delaware: Fee-Shifting and Forum Selection Bylaws, Appraisal Rights and Rapid Confidential Arbitration

The Corporation Law Section of the Delaware State Bar Association recently approved amendments to the General Corporation Law of the State of Delaware (the “Proposed DGCL Amendments”), which would prohibit Delaware stock...more

Delaware Court Refuses To Enforce Fee-Shifting Bylaw Against Former Shareholder Who Was Cashed Out Before Its Adoption

The validity of corporate bylaws providing for fee-shifting in lawsuits brought by shareholders has become a hot topic in the shareholder litigation landscape. In the wake of the Delaware Supreme Court’s 2014 decision in ATP...more

CorpCast Episode 2: Advancement 101 [Video]

We’re back with the second episode of CorpCast, Morris James LLP’s podcast discussing Delaware corporate and commercial law and practice. In “Advancement 101,” we discuss the fundamentals of advancement actions in Delaware’s...more

SEC Chair White Warns on Fee Shifting Bylaws

In remarks at a conference attended by M&A professionals, SEC Chair White gave her views on fee shifting bylaws. Currently the SEC staff is focused on making sure the disclosures in company filings about its fee shifting...more

Court Of Chancery Interprets Forum Selection Clause

This is an interesting decision because it holds that a forum selection clause must be “clear and unambiguous” before it will be held to provide an exclusive forum for all disputes. ...more

Delaware Supreme Court Leaves Open The Question Of Whether Breach Of Contract Is A Business Judgment

In this interesting order affirming a Chancery decision, the Supreme Court went out of its way to make a point. A stockholder suit alleging that the board breached a stock option plan may state a claim for breach of contract...more

Stating Proper Purpose Doesn’t Guarantee Books-and-Records Entitlement

It is well settled that stockholders of Delaware companies generally have the right to inspect the company's books and records upon the showing of a proper purpose. However, as demonstrated in the Court of Chancery's decision...more

Lewis v. Aimco Properties, L.P, et al., C.A. No. 9934-VCP (Del. Ch. Feb. 10, 2015) (Parsons, V.C.)

In this memorandum opinion, the Court of Chancery (i) granted in part certain defendants’ motion to dismiss for lack of subject matter jurisdiction, specifically ordering a stay pending arbitration; and (ii) granted certain...more

Blog: Delaware Chancery Court Addresses Application Of Fee-Shifting Bylaw To Former Stockholder

In a case just decided, Strougo v. Hollander, C.A. No. 9770-CB (Del. Ch. Mar. 16, 2015), the Delaware Chancery Court addressed the issue of whether the timing of adoption affects the enforceability of a unilaterally adopted...more

Southeast State & Local Tax: Important Developments - March 2015

The Williams Mullen Southeast State and Local Tax (SESALT) team is pleased to provide you with a comprehensive recap of important tax developments around the Southeast....more

Significant Amendments to Delaware General Corporation Law

Those affiliated with or representing a Delaware business entity – in particular, a Delaware corporation – should be mindful of several significant proposed amendments to the Delaware General Corporation Law ("DGCL"), which,...more

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