Meritas Capability Webinar - Controlling Where to Fight and Who Pays for it?
Yesterday, I took note of a recently introduced Nevada bill, AB 304, that would, among other things, allow a Nevada corporation to impose liability on a stockholder for attorney's fees and costs in connection with an...more
Our Delaware Corporate and Alternative Entity Law attorneys closely follow the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2017 Year to Date Review is a collection of brief summaries of selected...more
California Corporations Code Section 800 governs derivative suits brought by both domestic and foreign corporations. The statute provides a modicum of protection to defendants by establishing a procedure by which either the...more
As we have previously discussed, there has been a growing trend of corporations’ adopting various types of bylaws to define the bounds of shareholder litigation. These include forum-selection bylaws and fee-shifting bylaws...more
With the ongoing hullabaloo concerning the legislative demise of fee shifting bylaw provisions under Delaware law, little attention has been paid to California law. More importantly, no one seems to have noticed that...more
The problem with “fee-shifting bylaws” starts with the name. A better name might be “anti fee-shifting bylaws” because they end the fee shifting that otherwise applies. Without fee-shifting bylaws, plaintiffs’ attorneys are...more
A recent decision in the Delaware Supreme Court, in conjunction with the broad California exceptions to the internal affairs doctrine, may dictate the legal landscape of shareholder litigation in California in the near...more
Those expecting that the Delaware court, in a case involving Hemispherx, would soon address the as-applied validity of a fee-shifting bylaw may be disappointed. (As discussed in this post and this Cooley Alert, the Delaware...more