Bylaws

News & Analysis as of

Appellate Division Review - Business Judgment Rule, Privilege, Child Support, Animal Rights

The more things change, the more they remain the same. As we enter a new year, New York’s Appellate Division faces the same and greater challenges: increasing caseloads, staff shortages, judicial vacancies, and legal disputes...more

Court Of Chancery Explains Hierarchy Of Corporate Legal Principles

This is a helpful reminder that the DGCL governs what may be in the certificate of incorporation and what may be in the bylaws. Giving one director extra tie-breaking voting rights must be in the certificate to be valid....more

Minnesota Supreme Court Holds that Medical Staff Bylaws Are an Enforceable Contract

In an opinion released on December 31, 2014, the Supreme Court of Minnesota held that medical staff bylaws can be an enforceable contract and that a hospital’s medical staff (as an unincorporated association) can have the...more

Food Fights Make Bad Law

The axiom "hard facts make bad law" never held so true than in the case of the Minnesota Supreme Court's decision in Medical Staff of Avera Marshall Regional Medical Center vs. Avera Marshall, issued on December 31, 2014. ...more

Preparing for the 2015 Proxy Season

Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

Health Law Alert: Medical Staff Bylaws can be an Enforceable Contract—Implications of the Recent Minnesota Supreme Court Decision

On Dec. 31, 2014, the Supreme Court of Minnesota issued its long-awaited decision in Medical Staff of Avera Marshall Regional Medical Center v. Avera Marshall. This case has drawn national attention, addressing the unanswered...more

More Forum Selection Affirmation from Delaware

An interesting Delaware Supreme Court decision just before the holidays may have escaped many people’s attention. In United Technologies Corp. v. Treppel, the Court concluded in the context of stockholder inspection rights...more

Minn. Sup. Court: Med Staff Bylaws Are a Contract & Staff May Sue

On the last day of 2014 the Minnesota Supreme Court gave a hospital medical staff a double victory, ruling that (1) medical staff bylaws constitute a contract between the hospital and medical staff members and (2) the medical...more

Minnesota Supreme Court Rules on Medical Staff Procedural Issues

On December 31, 2014 the Minnesota Supreme Court ruled in Medical Staff of Avera Marshall Regional Medical Center v. Avera Marshall on limited issues regarding a medical staff’s capacity to sue and be sued and the contractual...more

Delaware Supreme Court Holds That Court of Chancery Can Restrict Forum Where Books and Records Can Be Used

Previously we have discussed Delaware court decisions upholding forum selection bylaws requiring suits involving a corporation’s internal affairs to be filed in a specified court, such as the Delaware Court of Chancery. Last...more

Forum Selection Bylaws Gain Additional Support in California

In adopting an exclusive forum selection bylaw, companies can avoid the cost and complication of multi-forum litigation after an M&A transaction. In response to the wasteful and burdensome trend of multi-forum...more

Marathon Oil Seeks To Head Off New York City’s Proxy Access Proposal

As previously noted, New York City Comptroller Scott M. Stringer, on behalf of the $160 billion New York City Pension Funds, has submitted proxy access shareowner proposals to 75 companies. The proposals request a bylaw to...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

In Texas Can Some Shares Be More Equal Than Others?

Although Rome before Augustus is often described as a republic, it was in many respects ruled by the wealthy who jealously guarded their power. So it was with Rome’s comitia centuriata. In theory, this was an assembly of...more

Platinum Partners Value Arbitrage Fund L.P. v. Echo Therapeutics, Inc., C.A. No. 10303-VCN (Del. Ch. Nov. 14, 2014) (Noble, V.C.)

In this letter opinion, the Court of Chancery denied a motion to expedite proceedings in which a stockholder sought to call a special meeting to remove a majority of the corporation’s directors....more

"Checklist of Matters to Be Considered for the 2015 Annual Meeting and Reporting Season"

As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more

Appearance and Perception of a Conflict of Interest: Whose View?

Conflict of interest provisions are best when they are clear and set certain boundaries. The appearance and perception of a conflict doesn’t mean that a conflict of interest exists. Appearances can be misconstrued or...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

Whole Foods Can Exclude Proxy Access Proposal

The SEC has granted Whole Foods no action relief to exclude a proxy access proposal submitted under Rule 14a-8. The proponent’s proposal sought a non-binding shareholder resolution to request that the Whole Food’s Board of...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more

ISS Releases 2015 Proxy Voting Guidelines

ISS (Institutional Shareholder Services) has released its annual 2015 Proxy Voting Guidelines Updates. These guidelines apply to annual meetings to be held on or after February 1, 2015. Many of our clients have investors who...more

Not All Vice Presidents Are Officers and Entitled to Corporate Indemnification

Aleynikov v. Goldman Sachs Grp., Inc. - Addressing the meaning of the term “officer” in a company’s bylaws, the U.S. Court of Appeals for the Third Circuit vacated a district court’s summary judgment that a computer...more

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

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

ISS Announces 2015 Canadian Proxy Voting Guideline Updates

Institutional Shareholder Services (ISS) released updates to its Canadian proxy voting guidelines for the upcoming 2015 proxy season. The ISS updates will apply to shareholder meetings of publicly traded Canadian companies...more

Proxy Advisory Firms Release Policy Updates for 2015

Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently published their 2015 proxy voting guidelines for US companies, which include several updates applicable to the 2015 proxy...more

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