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
The en banc Court of Appeals for the Ninth Circuit affirmed the dismissal of a shareholder derivative action in light of an exclusive-forum bylaw requiring assertion of derivative claims in the Delaware Court of Chancery,...more
Until today someone appealing a decision by a local conservation commission under both the Massachusetts wetlands protection act and a local wetland protection bylaw had to appeal the decision under the Massachusetts law to...more
The Court of Appeals for the Ninth Circuit affirmed the dismissal of a shareholder derivative action in light of an exclusive-forum bylaw requiring assertion of derivative claims in the Delaware Court of Chancery, even though...more
The Seventh Circuit issued a resounding message: Delaware forum selection clauses in corporate bylaws cannot lawfully prevent a plaintiff from bringing claims under the Securities Exchange Act of 1934 (the Exchange Act or the...more
On January 14, 2021, Governor Baker signed the Act Enabling Partnerships for Growth (the “Act”). Although Governor Baker vetoed specific parts of the Act, it includes a number of provisions that affect local zoning....more
In Erie Insurance Exchange v. Alba, Rec. No. 190389, 2020 Va. LEXIS 53, the Supreme Court of Virginia considered whether the trial court erred in finding that a condominium association’s property insurance provider waived its...more
In a previous blog post, we discussed the Delaware Chancery Court’s decision in Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust and its relevance to the interpretation of advance notice bylaw...more
If you’re seeking a special permit for a project, be prepared to prove that your proposal complies with the town’s bylaws. First things first. What is a special permit? Generally, a special permit allows an applicant to...more
The United States Court of Appeals for the Second Circuit (“Court”) addressed in a March 7th opinion a judicial challenge to a Shelburne, Vermont ordinance regulating hazardous substances and certain bylaws related to a salt...more
In Drulias v. 1st Century Bancshares, Inc., No. H045049, 2018 WL 6735137 (Cal. App. Dec. 21, 2018), the California Court of Appeal, Sixth Appellate District, affirmed an order staying a stockholder lawsuit brought in the...more
The federal courts of appeals have generally recognized that electric cooperatives can retire patronage capital to their members through means other than annual cash payments. For example, the US Court of Appeals for the...more
As municipalities assert more control over development, zoning bylaws become more complex. And as mechanics, programmers, and lawyers all know, when there are many parts, there are many more opportunities for things to go...more
The Bankruptcy Code provides for the appointment of a creditors’ committee in chapter 11 bankruptcy cases. See 11 U.S.C. § 1102. There is no parallel provision applicable to chapter 7 cases. When a bankruptcy case is...more
In several blog posts, I have commented on the right to a jury trial under California law. This may seem like an inapposite subject for a blog devoted to corporate and securities law issues. Nonetheless, I have...more
In Trustees of Cambridge Point Condominium Trust v. Cambridge Point, LLC, No. MICV-2014-03136, 2016 WL 9753783 (Mass. Super. Nov. 18, 2016), appeal argued, SJC No. 2017-P-0113 (Mass. 2017), the trustees (“Trustees”) of the...more
According to the recent decision of the U.S. Court of Appeals for the First Circuit in Pacific Indemnity Company v. Deming, 2016 WL 3607028, 2016 U.S. App. LEXIS 12374 (July 5, 2016) common contractual provisions that...more
Massachusetts is a Home Rule state (Commonwealth, actually, but that’s a separate issue). Our 351 cities and towns can pretty much legislate as they please, so long as the local action is not preempted. Our state Wetlands...more
The California Court of Appeal recently ruled that an inspection demand under California Corporations Code section 1601 requires a corporation to make its books and records available for inspection at an office where they...more
The Illinois Supreme Court released a decision on May 19, 2016 that provides useful guidance in defending and protecting a claim by a medical staff member against a hospital for improperly failing to appoint or reappoint or...more
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
Appellate Court Advance Release Opinions - AC36506 - Sidorova v. East Lyme Board of Education - Due to budget cuts, the Board of Education laid off the plaintiff who was a tenured French teacher. She sued for...more
Recent decisions by the US Court of Appeals for the Third Circuit and the Delaware Court of Chancery have raised important issues regarding fee advancement bylaws or policies of Delaware corporations. Please see full...more
Two recent decisions, one from the Delaware Court of Chancery and one from the California Court of Appeal, Fourth Appellate District, refused to apply bylaws that impaired a shareholder/member plaintiff’s ability to pursue...more
Much has been written of late about the enforceability of exclusive forum bylaws. What happens when the forum isn’t a court, but an arbitration? Does it make any difference if the arbitration bylaw is adopted after a...more
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