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American Rule Bylaws

Snell & Wilmer

Delaware Legislature Rejects Fee-Shifting Bylaws for Stock Corporations

Snell & Wilmer on

On June 24, Delaware’s Governor signed Senate Bill No. 75 into law and closed the door on the tantalizing prospect of fee shifting (“loser pays”) bylaws for Delaware stock corporations. The full text of the bill can be read...more

Kelley Drye & Warren LLP

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

Cooley LLP

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

Cooley LLP on

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

Allen Matkins

Do Some Companies Already Have Fee-Shifting Provisions (And Not Know It)?

Allen Matkins on

A lot of folks these days are arguing and writing about fee-shifting bylaws as if they were some kind of novel and sudden irruption, like Athena bursting from Zeus’ skull. This overlooks the existence of fee-shifting...more

Butler Snow LLP

One-sided “Shareholder Pays” Provisions Approved For Corporate Bylaws

Butler Snow LLP on

The “American Rule.” To the uninitiated, that name probably conjures up fuzzy feelings of independence. The hardy spirit of our forefathers. Bootstraps and grit. Rocky IV. But to American lawyers, it’s just a rule about...more

Mintz - Securities & Capital Markets...

Using Corporate Bylaws and Charters to Set the Rules for Shareholder Litigation

Recent court decisions, including the Delaware Supreme Court’s opinion earlier this month in ATP Tour, Inc. v. Deutscher Tennis Bund, have focused new attention on the use of corporate bylaws and charters to establish the...more

Morrison & Foerster LLP

Paradigm Shift? The Delaware Supreme Court Allows Bylaw That Shifts Attorneys’ Fees to Loser in Fiduciary Duty Litigation

Under the prevailing “American rule,” shareholders and their counsel face little financial risk when they assert claims against directors and officers for breaches of fiduciary duty, typically following the announcement of a...more

Troutman Pepper

Delaware Non-Stock Corporations May Adopt Bylaws That Shift Fees To Unsuccessful Plaintiffs In Intra-Corporate Litigation

Troutman Pepper on

On May 8, 2014, the Delaware Supreme Court held that, under Delaware law, fee-shifting provisions in non-stock corporations’ bylaws can be valid and enforceable (“facially valid”) and may be enforced if not adopted or...more

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