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Bylaws

Maynard Nexsen

Delaware Supreme Court’s Kellner v. AIM Immunotech Inc. Decision Elucidates Advance Notice Bylaws Standards

Maynard Nexsen on

On July 11, 2024, the Delaware Supreme Court (the “Court”) issued a landmark ruling in Kellner v. AIM Immunotech Inc., providing crucial guidance on the standards for evaluating challenges to advance notice bylaws. This...more

Marshall Dennehey

Supreme Court of New Jersey Holds that Indemnification Can Exist in First-Party Claims, With the Appropriate Language

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For many years, the rule of law governing claims for contractual indemnification in New Jersey has been well-established under the so-called “Azurak” rule, which requires that, in order for a party to be indemnified for its...more

Troutman Pepper

Delaware Supreme Court Strikes Down Unintelligible and Inequitable Bylaws

Troutman Pepper on

In Kellner v. AIM ImmunoTech Inc., the Delaware Supreme Court affirmed in part and reversed in part the Delaware Court of Chancery’s closely watched ruling, which invalidated several provisions in the bylaws of AIM ImmunoTech...more

Cooley LLP

Delaware Supreme Court considers advance notice bylaws

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In this recent case, Kellner v. AIM ImmunoTech, the Delaware Supreme Court articulated a two-part framework for judicial consideration of advance notice bylaws in the event of a challenge to their adoption, amendment or...more

Morgan Lewis

Delaware Supreme Court Raises the Bar on Plaintiffs’ Firms Extracting Fees for Challenges to Advance Notice Bylaws

Morgan Lewis on

The Delaware Supreme Court on July 11 partially reversed the Delaware Court of Chancery decision in Kellner v. AIM ImmunoTech, which had held that certain advance notice bylaw provisions were “facially invalid,” holding...more

Ward and Smith, P.A.

I Still Have Not Found What I Am Looking For: Finding the Right Records

Ward and Smith, P.A. on

Although a nonprofit corporation does not have to file an annual report, its members do have statutory inspection rights similar to those of the shareholders of a business corporation. Rarely, however, do members or the board...more

Venable LLP

Delaware Supreme Court Strikes Down Advance Notice Bylaws as "Unintelligible" or Adoption with an Improper Purpose on a "Cloudy...

Venable LLP on

In a much-anticipated decision, the Delaware Supreme Court echoed the Court of Chancery's pronouncement that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial...more

Woodruff Sawyer

The Plaintiffs' Bar’s Shiny New Object Loses Its Luster: Advance Notice Bylaw Provisions

Woodruff Sawyer on

In 2021, the Securities and Exchange Commission (SEC) adopted final rules that made it easier for shareholders, including activists who may not have the company’s long-term interests in mind, to put dissident directors on a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Clarifies Standards Applicable To Advance Notice Bylaws

On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that...more

Bowditch & Dewey

Abutter’s Diminution in Property Value Argument Found Insufficient to Confer Standing to Challenge Special Permit for Research and...

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In Pobeda RT II, LLC v. Zoning Bd. of Appeals of Watertown, 104 Mass. App. Ct. 250 (2024), the Court of Appeals confirmed the longstanding holding that “diminution in property value is an insufficient basis for standing...more

Adams and Reese LLP

Document Organization is Critical for Corporations and LLCs

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The 30th U.S. President Calvin Coolidge, when he was not being “Silent Cal,” once said “the only difference between a mob and a trained army is organization.” The former President’s quote of the criticality of organization...more

Stinson LLP

Tackling the Minnesota State High School League’s Transfer Eligibility Rules

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Each year, several thousand students transfer between high schools in Minnesota. Some of these transfer students participated in athletics or fine arts at their prior schools and wish to continue those endeavors at their new...more

Allen Matkins

Don't Be Caught Inquorate! Some Key, But Subtle, Differences In California's And Nevada's Board Quorum Requirements

Allen Matkins on

California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business".  Thus, if the authorized number of directors is 7 and there...more

Goulston & Storrs PC

Lions and Turtles and Bearded Dragons, Oh My!

Goulston & Storrs PC on

Fleming v. Zoning Bd. of Appeals of Oxford, 103 Mass. App. Ct. 1128 (2024) In Fleming, the Massachusetts Appeals Court grappled with some scaley zoning issues arising out of personal ownership of 460 reptiles. In this...more

Morgan Lewis

Plaintiffs’ Firms Are Once Again Targeting Advance Notice Bylaws

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Stockholder plaintiffs’ law firms have recently filed several virtually identical complaints in the Delaware Court of Chancery challenging often used public company advance notice bylaws as facially invalid. Against this...more

Bowditch & Dewey

Shining a Light on Rooftop Solar for Massachusetts Condo Owners

Bowditch & Dewey on

After the Trustees of his condominium refused his request for an Architectural Variance to install rooftop solar photovoltaic (SPV) panels on his unit, the owner brought suit in the Land Court seeking a determination that the...more

Fisher Phillips

5 Things Independent School Boards Can Do To Hone Their Governance Practices

Fisher Phillips on

As independent school Boards consider how to best support the mission of their schools, one place they can start is to ensure that their governance documents and procedures conform to both legal requirements and best...more

Venable LLP

Nonprofits Managing Risk for Youth Programs: Ten Key Compliance Strategies

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Many nonprofit organizations, such as summer camps, schools, sports leagues, membership associations, religious organizations, childcare centers, and youth clubs for various hobbies, regularly host programs involving...more

Conyers

Successful Defense of Contentious Special General Meeting Dispute: the Nan Hai Judgment

Conyers on

In Ho Kwok Leung Glen, Hau Kai Ling and Ge Jun v Nan Hai Corporation Limited [2024] SC (Bda) 2 Civ, 31 January 2024, the Supreme Court of Bermuda (the “Court”) rejected the Plaintiffs’ application for a declaration that seven...more

Polsinelli

Spring Cleaning for your Nonprofit: Dusting Off Your Articles, Bylaws, and Form 1023

Polsinelli on

Every nonprofit is unique, with its own mission, structure, and history. At the same time, they share certain common characteristics – core governing documents, Form 1023, and an IRS determination letter, to name just a few....more

Katten Muchin Rosenman LLP

Challenges to Advance Notice Bylaws Are Spiking

The last three months have seen a jump in shareholder lawsuits challenging “advance notice” provisions in company bylaws. Advance notice provisions are ubiquitous among Delaware public companies....more

Morgan Lewis

Plaintiffs’ Firms Extracting Fees Based on Newly Invalidated Advance Notice Bylaw Provisions

Morgan Lewis on

In Kellner v. AIM ImmunoTech, the Delaware Court of Chancery held that certain advance notice bylaw provisions were invalid. While the decision engages in a fact-specific analysis of many aspects of AIM ImmunoTech’s advance...more

Allen Matkins

Court Sticks Toe Into The "Dismal Swamp" Of Unincorporated Association Bylaws But Declines To Wade In

Allen Matkins on

Yeong Wo is an unincorporated association that serves as an umbrella group for a dozen constituent organizations, called “tangs.”  In Hee Shen Cemetery & Benevolent Assoc. v. Yeong Wo Assoc., 2024 WL 938928 (March 5, 2024),...more

Jones Day

Controlling Stockholder Exercising Voting Power as Stockholder to "Change the Status Quo" Owes Fiduciary Duties

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The Background: After unsuccessfully trying to convince the special committee not to implement a plan to liquidate a business line, which the controlling stockholder believed would destroy value, the controlling stockholder...more

Hogan Lovells

New Italian Capital Markets Bill: corporate law changes regarding renewal of boards of listed companies and multiple-vote rights...

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On 6 February 2024, the Italian Chamber of Deputies has approved the new Italian Capital Markets Bill (DDL Capitali), which introduces several changes to foster the “competitiveness” of the Italian capital markets....more

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