Securities Elections & Politics Civil Procedure

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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

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

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

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 Legislature to Resume Debate in January on Bylaws Imposing Liability on Shareholders

The ability of corporations to impose liability on shareholders through bylaws and charter provisions has been the subject of much debate recently. On May 8, 2014, the Supreme Court of Delaware held in ATP Tour, Inc. v....more

Blog: CII And Pension Funds Make Their Voices Loud And Clear Over Fee-Shifting Bylaws

As noted in this Reuters post, the Council of Institutional Investors, along with a number of individual pension funds and other institutional investors, have chimed in on the debate currently roiling the Delaware bar over...more

"District Court Dismisses State Parties’ Challenge to SEC Rule 206(4)-5"

On September 30, 2014, Judge Beryl A. Howell of the U.S. District Court for the District of Columbia dismissed a challenge to the Securities and Exchange Commission's (SEC) Rule 206(4)-5 (Rule) for lack of subject matter...more

Blog: Will The SEC Intercede In The Battle Over Fee-Shifting Bylaws?

“The first trickle through a leak in the dam” that eventually causes the dam to collapse is how Professor John Coffee characterized the adoption of fee-shifting bylaw or charter provisions by 24 companies since May of this...more

Court Rejects GOP Challenge to Adviser Pay-to-Play Regulations

On September 30, the D.C. District Court rejected two GOP state committees’ challenge to the SEC’s regulation prohibiting pay-to-play among investment advisors. Bowing to “curious” precedent in which words don’t mean what...more

Insider Trading Gets Political: Trading on Political Intelligence

Some things are better left unsaid. Especially, it seems, when they involve political intelligence shared by a congressional aide with a lobbyist linked to a political intelligence firm serving Wall Street traders....more

Friday Afternoon Smackdown – The SEC v. The House Of Representatives

On Friday, June 20, 2014, the Securities and Exchange Commission filed an action against the Committee on Ways and Means of the U.S. House of Representatives and congressional staffer Brian Sutter seeking enforcement of...more

Delaware Legislation Banning Fee-Shifting in Bylaws and Charters

In a swift response to the Delaware Supreme Court’s May 8 opinion holding that fee-shifting bylaws are facially valid (ATP Tour v. Deutscher Tennis Bund), members of the Delaware bar, representing both plaintiffs and...more

Bill on Bankruptcy: Detroit Could Mean Little for Creditors [Video]

Aug. 1 (Bloomberg) -- How Detroit is dramatically different from any other municipal bankruptcy is the first topic of discussion on the video with Bloomberg Law's Lee Pacchia and Bloomberg News bankruptcy columnist Bill...more

President Obama Re-nominates Richard Cordray For CFPB Director, Nominates Mary Jo White For SEC Chair

On January 24, President Obama announced his re-nomination of current CFPB Director Richard Cordray. Mr. Cordray has led the Bureau since January 2012 when President Obama used his recess appointment authority to install the...more

Ex Parte Communications And SEC Rulemaking

In this recent post, I discussed a petition submitted by Professor Lucian Bebchuk and nine other academics asking that the Securities and Exchange Commission adopt rules requiring public companies to disclose to shareholders...more

Corporate Spending Post-Citizens United Decision Comes under Attack

The Supreme Court decision in Citizens United v. Federal Election Commission, 558 U.S. —, 130 S.Ct. 876 (2010), lifted long-standing limits on corporate and labor union political spending. Prior to Citizens United, federal...more

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