News & Analysis as of

Breach of Duty Bylaws

Death Knell to Merger Litigation for Massachusetts Corporations?

by WilmerHale on

In IBEW Local No. 129 Benefit Fund v. Tucci, the Massachusetts Supreme Judicial Court (SJC) affirmed the dismissal of direct claims for breach of fiduciary duty by EMC shareholders challenging the merger of EMC and Dell, Inc....more

Delaware Court of Chancery Rejects Bylaw That Required Supermajority Stockholder Vote to Remove Directors in Violation of 8 Del....

In Frechter v. Zier, C.A. No. 12038-VCG, 2017 WL 345142 (Del. Ch. Jan. 24, 2017) (Glasscock, V.C.), the Delaware Court of Chancery granted plaintiff’s motion for summary judgment on a declaratory relief claim and held that 8...more

Gordon v. Verizon: New York Parts Company with Delaware

On February 2, 2017, the New York Appellate Division, First Department, issued a decision in Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 WL 442871 (1st Dep’t 2017), approving the settlement of litigation over...more

Delaware Court of Chancery Addresses Fee-Shifting Bylaws and Raises the Question of whether Fee-Shifting Could Be Plausible by a...

by McCarter & English, LLP on

In 2015, the Delaware General Corporation Law (“DGCL”) was amended to prohibit Delaware corporations from adopting bylaws that imposed liability on a stockholder for the attorneys’ fees or expenses of the corporation or any...more

Are A Breach Of Fiduciary Duty And A Breach Of Governing Documents “Non Bis In Idem”?

by Allen Matkins on

Last week, I discussed the Court of Appeal’s consideration of whether the business judgment rule protects a director from claims based on breach of the corporation’s governing documents. See Does The Business Judgment Rule...more

DELAWARE CORPORATE LAW AND LITIGATION: WHAT HAPPENED IN 2015 AND WHAT IT MEANS FOR YOU IN 2016

by DLA Piper on

Delaware has long been known as the corporate capital of the world, and it is now the state of incorporation for 66 percent of the Fortune 500 and more than half of all companies whose securities trade on the NYSE, Nasdaq...more

"Enforceability of Corporate Forum-Selection Bylaws Continues to Strengthen"

In recent years, corporations have responded to the threat of duplicative stockholder lawsuits in multiple courts across the country, as well as “forum shopping” by plaintiffs, by enacting forum-selection bylaws. Under these...more

Insights: The Delaware Edition - October 2015

We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more

Delaware General Corporation Law Amendments

On June 24, 2015, Delaware Governor Jack Markell approved several important amendments to the Delaware General Corporation Law (the “DGCL”),[1] with such amendments generally becoming effective on August 1, 2015. These...more

Delaware Bans Corporate Fee-Shifting Bylaws and Authorizes Delaware-Only Forum Requirement for Intra-Corporate Litigation

Delaware recently enacted new legislation to prohibit stock corporations from adopting fee-shifting bylaws and charter provisions, among other amendments to the Delaware General Corporation Law. The fee-shifting ban ends a...more

New Delaware Law Invalidates “Fee-shifting” and Validates "Forum-selection" Provisions

by McCarter & English, LLP on

Prohibition on Fee-Shifting Provisions - The legislation signed into law last week responds to the Delaware Supreme Court’s decision in ATP Tour, Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014) in which the Court...more

Court Of Chancery Upholds Arbitration Clause In Breach Of Fiduciary Duty Case

by Morris James LLP on

This decision enforces an arbitration clause in an LLC agreement even when the claim asserted a breach of fiduciary duty. While not surprising in itself, the decision may also have broader implications about whether a...more

Forum Selection Clauses Were Here Before They Were In Bylaws

by Allen Matkins on

Recent rulings by judges in Delaware and other states have given impetus to the adoption of exclusive forum bylaws. To the casual observer, the idea might seem entirely novel. But as Koheleth (the Gatherer) wrote “What has...more

The Delaware Court Of Chancery Can See Forever On A Clear Day (Even To North Carolina)

by Brooks Pierce on

I don't usually write about decisions from the Delaware Court of Chancery because it's rare for that Court to even mention North Carolina. But a decision by that Court this week -- in City of Providence v. First Citizens...more

Fee Shifting Bylaw Facially Valid Under Delaware Law

by Snell & Wilmer on

On May 8, 2014, Delaware Supreme Court, en banc, answered four questions of law certified to it by the U.S. District Court for the District of Delaware and upheld the facial validity of a fee shifting provision in a Delaware...more

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