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Delaware House of Representatives Bars Fee-Shifting Provisions but Approves Forum-Selection

There has been considerable interest over the last year about whether a fee-shifting provision in the charter or bylaws of a Delaware corporation is enforceable. On Thursday, June 11, 2015, the Delaware House of...more

There’s No Such Thing as a Free Lunch: Conflict of Interest and Ethics Tips

Recent developments suggest that businesses looking to fill tables to charitable or other functions should take caution when inviting public office holders. This month, Ontario’s Office of the Integrity Commissioner...more

Tennessee Benefit Corporation Statute

Governor Haslam recently signed into law the "For-Profit Benefit Corporation Act" (the FPBCA), which has now been assigned Public Chapter No. 497. The FPBCA will take effect on January 1, 2016 and will allow for-profit...more

Blog: House Aims To Stop SEC From Requiring Political Spending Disclosure — Companies Increasingly “Volunteer” Spending...

It may seem early to you to be thinking about Christmas, but not to Congress. In fact, it’s just that time of year again when Congress uses annual appropriations bills as a Christmas tree for all of its favorite ornaments. ...more

Senator Elizabeth Warren Criticizes SEC Chair Mary Jo White for “Extremely Disappointing” Leadership

In a letter dated June 2, 2015, Senator Elizabeth Warren described several “promises” that Mary Jo White, chair of the Securities and Exchange Commission, had allegedly broken. Senator Warren focused on (1) the SEC’s failure...more

The Sounds of Silence: Non-Compete Reform Efforts Largely Absent in Massachusetts Legislature

Last summer was a busy time for legislators in Massachusetts mulling over non-compete reform. As we reported, several competing bills were in play as the legislative session drew to a close, including a compromise bill that...more

Montana Law Revised To Allow Captives To Organize As Limited Liability Companies

On April 28, 2015, Montana Governor Steve Bullock signed into law amendments to Montana’s law regarding captive insurers. Significantly, the amendments make it possible for public entities in Montana to set up captives....more

Delaware Senate Upholds Ban on Fee-Shifting Provisions in Corporate Governing Documents

The Delaware Senate has passed a bill that would amend the Delaware General Corporation Law (DGCL) to prohibit Delaware stock-based companies from adopting bylaws or articles of incorporation that shift legal fees to the...more

Delaware Senate Passes Bill Prohibiting Bylaws on Fee Shifting

Tuesday, the Delaware Senate passed legislation prohibiting publicly-traded corporations from adopting bylaws that force shareholders to pay legal fees if they bring internal corporate claims against the company in court and...more

New Irish Companies Act 2014 Brings Changes to Private Irish Companies in June 2015

On 1 June 2015, Ireland’s new Companies Act 2014 (Act) will come into effect. The Act repeals and consolidates a total of 32 existing enactments relating to Irish company law into a single statute. It represents the largest...more

SB 75 May Prove To Be Delaware’s Seven Sisters

A century ago, New Jersey was the state in which to incorporate. Long before former Iraqi President popularized the expression “Mother of Battles” (“Um El-Ma’arek“), the famed legal scholar Adolph A. Berle, Jr. bestowed the...more

CAFA Filings Spike in 2013

On February 18 2005, Congress enacted the Class Action Fairness Act (CAFA), P.L. No. 109-2 (28 U.S.C. §§ 1332(d), 1453, and 1711 – 1715). In enacting the CAFA, Congress sought to protect consumers and investors from...more

Unfair Contract Terms Laws – Soon to Apply to Small Businesses

On 28 April 2015, the Federal Government released for consultation, draft legislation to extend protection against unfair contract terms to small businesses. When releasing the exposure draft, the Government stated its...more

Delaware Legislature to Consider New Fee-Shifting Legislation

On April 29, 2015, Senator Bryan Townsend introduced legislation that would amend the Delaware General Corporation Law (DGCL) to ban fee-shifting bylaws for Delaware stock corporations (non-stock corporations would continue...more

Will Delaware’s Fee-Shifting Bylaw Bill Be A Boon To Other States?

Late last week, Senate Bill 75 was introduced in Delaware. This bill is in part a reaction to the Delaware Supreme Court’s holding in ATP Tour, Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014) upholding as facially...more

Blog: Senator Urges SEC To Revisit Rules And Policies On Stock Buybacks

Data compiled by S&P and Bloomberg shows that companies in the S&P 500 spent 95% of their earnings on repurchases and dividends in 2014, including spending $553 billion on stock buybacks in 2014. ...more

Finders Bill Finds Success In Assembly Committee

In February, I wrote about the resurrection of a bill that would clarify the status of finders under the California Corporate Securities Law of 1968.  Earlier this week, the bill, AB 667 (Wagner) cleared its first policy...more

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

Inside the New York Budget Bill: 2015 – 2016 Budget Legislation

In This Issue: - Technical Correction .. Economic Nexus .. Tax Base and Income Classifications .. Tax Rates and Qualified New York Manufacturers .. Apportionment .. Combined Reporting .. Net...more

Inside the New York Budget Bill: Sales Tax Provisions

The New York Legislature has passed bills related to the 2015–2016 budget (S2009-B/A3009-B and S4610-A/A6721-A, collectively referred to herein as the Budget Bill) containing several significant “technical corrections” to the...more

Inside the New York Budget Bill: Combined Reporting

The New York Legislature has passed bills related to the 2015–2016 budget (S2009-B/A3009-B and S4610-A/A6721-A, collectively referred to herein as the Budget Bill) containing several significant “technical corrections” to the...more

Inside the New York Budget Bill: Tax Base and Income Classifications

The New York Legislature has passed bills related to the 2015–2016 budget (S2009-B/A3009-B and S4610-A/A6721-A, collectively referred to herein as the Budget Bill) containing several significant “technical corrections” to the...more

Government of Québec 2015-16 Budget: A Balanced Budget and Ambitious Economic Plan

On March 26, 2015, the Quebec government (Government) unveiled the 2015-16 budget (Budget). After six years of deficits and further to a significant reduction of Government expenses, Quebec is anticipating returning to a...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

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