News & Analysis as of

Corporate Officers Bylaws Shareholder Litigation

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Affirms Important Ruling for Multi-Class Companies Concerning Class Votes

On January 17, 2024, the Delaware Supreme Court issued a significant decision affirming that the Delaware General Corporation Law (the DGCL) does not require companies with multiple classes of common stock to obtain separate...more

DarrowEverett LLP

Lessons For Founders From Sam Altman’s Short-Lived OpenAI Ouster

DarrowEverett LLP on

We’ve all read countless headlines and articles about the removal and swift return of Sam Altman as CEO of OpenAI over the past several weeks. Simply put, the nonprofit board voted to remove Altman as a result of a...more

Allen Matkins

Can One Shareholder Sue Another Shareholder For Breach Of Contract?

Allen Matkins on

One popular theory of the corporation is that it is a nexus of contracts.  As Frank Easterbrook and Daniel Fischel pithily pronounced "Corporations are enduring (relational) contracts."  F. Easterbrook and D. Fischel, The...more

Skadden, Arps, Slate, Meagher & Flom LLP

Advancing Forward — Delaware Courts Provide Further Guidance on Incumbent Board Enforcement of Advance Notice Bylaws

In late 2021 and early 2022, two decisions from the Court of Chancery addressing advance notice bylaws reiterated, consistent with long-standing Delaware law, that clear and unambiguous advance notice bylaws will be...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Blesses MFW Process and Dismisses Challenge to Stockholder-Approved Charter Amendment Extending...

On July 29, the Delaware Court of Chancery issued a noteworthy decision confirming the broad application of the "MFW" framework—based on the Delaware Supreme Court's decision in Kahn v. M & F Worldwide Corp., 88 A.3d 635...more

Wilson Sonsini Goodrich & Rosati

2018 Delaware Corporate Law and Litigation Year In Review

In 2018, the Delaware courts issued a broad range of important decisions addressing various corporate law and governance issues. Those decisions are relevant for public and private companies and will help shape...more

Skadden, Arps, Slate, Meagher & Flom LLP

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

Goodwin

Business Litigation Reporter October 2015

Goodwin on

Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...more

Foley & Lardner LLP

Shareholder Suit Challenging Groundbreaking Minimum-Support-To-Sue Bylaw Dismissed

Foley & Lardner LLP on

In what is believed to be the first case nationwide seeking to strike down a groundbreaking corporate bylaw aimed at combatting frivolous shareholder class actions, Emergent Capital, Inc., has secured the dismissal with...more

Proskauer - Corporate Defense and Disputes

Petrobras Shareholders’ Brazilian-Law Claims Are Subject to Mandatory Arbitration Provision

The travails of Petrobras have generated a lot of attention – and litigation – in the past year. On July 30, 2015, District Judge Jed Rakoff, of the Southern District of New York, issued an opinion explaining his prior order...more

Mintz - Securities & Capital Markets...

Using Corporate Bylaws and Charters to Set the Rules for Shareholder Litigation

Recent court decisions, including the Delaware Supreme Court’s opinion earlier this month in ATP Tour, Inc. v. Deutscher Tennis Bund, have focused new attention on the use of corporate bylaws and charters to establish the...more

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