News & Analysis as of

The Fate of Delaware "Fee-Shifting" Bylaws

A topic of considerable controversy within the corporate community over the past two months has been the possibility of adopting a "fee-shifting" provision in the bylaws of Delaware corporations. Depending on how it is...more

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

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

In re PAETEC Holding Corp. S'holders Litig., C.A. No. 6761-VCG (Del. Ch. Mar. 19, 2013) (Glasscock, V.C.)

In this letter opinion, the Court of Chancery awarded attorneys’ fees and costs to plaintiffs’ counsel of $500,000 after analyzing plaintiffs’ unopposed fee request under the relevant Sugarland factors, and determining that...more

Delaware Chancery Court Dismisses Action for Advancement of Legal Fees and Expenses

In a recent letter opinion, the Delaware Chancery Court dismissed an action brought under 8 Del. C. §145(e) for advancement of legal fees and expenses. Plaintiff David F. Miller III previously served as president, chief...more

Delaware Supreme Court Affirms Denial of Attorneys' Fees Relating to Corporate Waste Claim Based on a Board's Decision to Forego...

On January 14, 2013, the Delaware Supreme Court affirmed a trial court's denial of attorneys' fees in connection with a corporate waste claim filed against corporate board members for the board's decision to pay certain...more

Miller v. Palladium Industries, Inc., C.A. No. 7475-VCN (Del. Ch. Dec. 31, 2012) (Noble, V.C.)

In this letter opinion, the Court of Chancery granted the defendant-corporation’s motion for judgment on the pleadings, and dismissed the plaintiff’s action brought under 8 Del. C. § 145(e) for advancement of legal fees and...more

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