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Motion to Dismiss Bylaws

Morris James LLP

Chancery Invokes Internal Affairs Doctrine to Dismiss Dispute Over Former Delaware Corporation Brought Over Two Years After Its...

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Sylebra Capital Partners Master Fund, LTD v. Perelman, et. al., C.A. No. 2019-0843-JRS (Del. Ch. Oct. 9, 2020) - Defendant Scientific Games Corporation (the “Company”) is a gaming and lottery company that reincorporated in...more

Dechert LLP

Delaware Court of Chancery Rules Controlling Stockholder Gave Implied Consent to Personal Jurisdiction in Delaware on Basis of...

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In a decision with potentially far-reaching implications for private equity sponsors and other controlling stockholders, the Delaware Court of Chancery expanded the potential for liability for foreign-based controllers by...more

A&O Shearman

Delaware Court Of Chancery Finds Implicit Consent To Jurisdiction By A Foreign Controlling Stockholder In Connection With The...

A&O Shearman on

On March 15, 2019, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery declined to dismiss a derivative suit brought by minority stockholders of Pilgrim’s Pride Corporation (the “Company”) against the Company’s...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Corporation Law: Trends Impacting M&A and Corporate Litigation in 2019

On February 20, 2019, Skadden held a webinar titled “2019 M&A and Corporate Litigation Trends.” The panelists were litigation partner and Delaware litigation practice leader Edward Micheletti and litigation counsel Jenness...more

Proskauer Rose LLP

Delaware Supreme Court Confirms Preclusive Effect of Dismissal of Derivative Actions Based on Lack of Demand Futility

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The Delaware Supreme Court held yesterday that the dismissal of a shareholder derivative action for lack of demand futility can preclude other derivative actions as long as the plaintiff in the dismissed case adequately...more

Morris James LLP

Delaware District Court Finds That Controlling Stockholder Claim Falls Outside Of Forum Selection Bylaw

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Forum selection bylaws are a powerful tool for companies to avoid the burdens of multi-forum litigation. But those bylaws only cover the claims falling within their terms. Where, as here, the bylaw only covers fiduciary...more

Mintz

Rodeo Associations Fail to Wrangle Each Other in First Round of Antitrust Class Action: District Court Denies Plaintiffs’...

Mintz on

An upstart rodeo association, created and owned by professional rodeo cowboys, challenged that its competitor’s bylaws aimed at the new association and its participants constituted agreements that unreasonably restrain trade...more

Proskauer - Corporate Defense and Disputes

Southern District of Florida Case Challenging Bylaw Requiring Minimum Stake to Sue Dismissed

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

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

Cooley LLP

Fee-Shifting Bylaw Developments In The Courts

Cooley LLP on

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

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