Exclusive Forum

News & Analysis as of

The Delaware Court Of Chancery’s Not So Exclusive Jurisdiction

Section 145(k) of the Delaware General Corporation Law is quite clear and emphatic about which court may hear actions for indemnification or advancement of expenses: The Court of Chancery is hereby vested with exclusive...more

Reminder to Delaware Corporations of New Statute Effective Aug. 1, 2015 – Time to Amend Your Bylaws to Authorize Delaware as the...

A great deal of attention has been paid over the past few years to efforts made by corporations to control in which courts fiduciary duty and other claims may be brought against directors and officers. Effective August 1,...more

Delaware House of Representatives Bars Fee-Shifting Provisions but Approves Forum-Selection

There has been considerable interest over the last year about whether a fee-shifting provision in the charter or bylaws of a Delaware corporation is enforceable. On Thursday, June 11, 2015, the Delaware House of...more

Corralling and Curtailing Merger Litigation: Lessons Learned from Past Securities and Corporate Governance Litigation Reform

In the world of securities and corporate governance litigation, we are always in the middle of a reform discussion of some variety. For the past several years, there has been great focus on amendment of corporate bylaws to...more

Proposed Legislation Threatens Corporations' Ability to Select Forum

Current Delaware law permits a Delaware corporation to adopt a bylaw specifying an exclusive forum other than Delaware to litigate intra-corporate disputes, so long as there is a logical connection between the forum selected...more

Update: Proposed Amendments to DGCL, Including Ban on Fee-Shifting and Permitting Exclusive Forum Provisions

The Corporation Law Section of the Delaware State Bar Association has approved, in substantially the form proposed by the Delaware Corporate Council, amendments to the General Corporation Law of the State of Delaware (DGCL)...more

Corporate & Financial Weekly Digest - Volume X, Issue 11

In This Issue: - Delaware Proposal Banning Fee-Shifting and Permitting Exclusive Forum Provisions - SEC Charges Insiders for Failure to Update Schedule 13D Disclosures - CBOE Proposes Amendments to...more

Court Of Chancery Interprets Forum Selection Clause

This is an interesting decision because it holds that a forum selection clause must be “clear and unambiguous” before it will be held to provide an exclusive forum for all disputes. ...more

Court Of Appeal Decides Against Arbitration Bylaw Amendment

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

Delaware Corporate Law And Litigation: What Happened In 2014 And What It Means For You In 2015

In This Issue: - Delaware’s Leading Role in Business and Business Litigation - Curbing Stockholder Litigation: Exclusive Forum and Fee-Shifting Provisions - Two-Tiered Poison Pill Targeted at Hedge Fund...more

United Technologies Corp. v. Treppel, No. 127, 2014 (Del. Dec. 23, 2014)

In this en banc opinion, the Delaware Supreme Court held that the Court of Chancery has the discretionary authority under Section 220(c) of the Delaware General Corporation Law (the “DGCL”) to prohibit the inspecting...more

The Ropes Recap: Mergers & Acquisitions Law News - October 2014

In this issue: - Delaware Legislative Update - Amendments to DGCL Effective August 1, 2014 - News from the Courts - Additional Guidance on Kahn v. M&F Worldwide Corp. - Exculpation...more

Recent Decisions Confirm That Forum Selection Bylaws Are Best Considered on a Clear Day - But May Be Beneficial Later as Well

“Exclusive forum” bylaws and charter provisions are a powerful tool for managing the risk of parallel corporate governance litigation against a company and its directors in multiple forums, allowing stockholders to bring such...more

Delaware Court Approves Out-Of-State Forum Selection Bylaw Adopted At Time Of Merger

In City of Providence v. First Citizens BancShares Inc. et al., C.A. No. 9795-CB (Del. Ch. Sept. 8, 2014), the Delaware Court of Chancery (Bouchard, C.) held that a minority shareholder's claims against a Delaware...more

Delaware Chancery Court Upholds Bylaw Creating Exclusive Forum Outside Of Delaware For Disputes

On September 8, the Court of Chancery of the State of Delaware upheld a bylaw of a Delaware corporation that designated an exclusive forum other than Delaware for resolution of actions against the company and its directors....more

City of Providence v. First Citizens BancShares, Inc., C.A. No. 9795-CB (Del. Ch. Sept. 4, 2014) (Bouchard, C.)

In this consolidated opinion concerning the validity of a forum selection bylaw, the Court of Chancery affirmatively answered, among other things, an issue of first impression: “whether the board of a Delaware corporation may...more

Delaware Court Enforces Exclusive Forum Provision Adopted Concurrently with Announcement of Merger Agreement

Public companies are increasingly enacting “exclusive forum” bylaws — designating a single forum for intra-corporate disputes — as a way to limit the risk and burden of multi-jurisdictional stockholder litigation. This trend...more

Delaware Court of Chancery Upholds North Carolina "Exclusive Forum" Bylaw

In a closely-watched case with implications for corporations across the nation, Chancellor Andre Bouchard of the Delaware Court of Chancery has issued an opinion enforcing a forum-selection bylaw that requires intra-corporate...more

Exclusive Forum Provisions: A New Item for Corporate Governance and M&A Checklists

Public companies increasingly are adopting “exclusive forum” bylaws and charter provisions that require their stockholders to go to specified courts if they want to make fiduciary duty or other intra-corporate claims against...more

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