Nonprofit Basics: Amending Nonprofit Corporation Bylaws
Litigation developments: federal forum provisions
Meritas Capability Webinar - Controlling Where to Fight and Who Pays for it?
Rules for rewarding 'super' condo board members
I was talking with Cooley partner Brad Goldberg about how he has been helping quite a few companies revisit their bylaws in response to the Delaware Supreme Court’s recent Kellner decision....more
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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