News & Analysis as of

Publicly-Traded Companies Forum Selection

Skadden, Arps, Slate, Meagher & Flom LLP

Trends in Forum Selection Provisions, Merger Objection Class Actions and SPACs Continue To Shape Securities Litigation

In the first nine months of 2022, plaintiffs filed 157 securities class action lawsuits, according to Cornerstone Research — a figure only slightly lower than the 162 filings in the same period in 2021. Looking behind the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden’s 2023 Insights – Five Critical Areas for the Year Ahead

The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation...more

Skadden, Arps, Slate, Meagher & Flom LLP

Seventh and Ninth Circuits Split Over the Scope of Exclusive Forum Provisions

Earlier this year the United States Courts of Appeals for the Seventh and Ninth Circuits each addressed the question of whether an exclusive forum provision adopted by a Delaware company and requiring derivative litigation...more

Seyfarth Shaw LLP

The Grundfest Solution Works Again and Corporate Counsel of Public Companies Should Take Notice of the Upside of Federal Forum...

Seyfarth Shaw LLP on

On April 28, 2022, the California Court of Appeals became the first appellate court outside of Delaware to uphold a federal forum provision (“FFP”) in governing corporate documents. The appellate decision was issued in the...more

Hogan Lovells

2021 securities, shareholder, and M&A litigation outlook - April 2021

Hogan Lovells on

One year ago, when we were finalizing our outlook for 2020, the world was in the early throes of the COVID-19 pandemic. While we anticipated that 2021 would bring many new challenges, few, if any, of us predicted at the time...more

Kramer Levin Naftalis & Frankel LLP

Two Additional California Courts Dismiss Securities Act Claims in Favor of Federal Forum Selection Provisions

As previously discussed in our Sept. 10, 2020, client alert, in Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo dismissed...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Upholds Validity of Provisions Designating Federal Courts as Exclusive Forum of 1933 Act Claims

In Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court upheld the validity of corporate charter provisions designating federal courts as the exclusive forum for the litigation of claims...more

Allen Matkins

Is The Court of Chancery Sending Cases To California?

Allen Matkins on

In Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578, Vice Chancellor J. Travis Laster ruled that a Delaware corporation’s certificate of incorporation and bylaws cannot restrict the forum in which stockholders may bring a...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Declares Ineffective Exclusive Federal Forum Provision for 1933 Act Claims

In Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL, 2018 WL 6719718 (Del. Ch. Dec. 19, 2018), the Delaware Court of Chancery (Laster, V.C.) held that a forum-selection provision in a Delaware corporation’s charter or bylaws...more

Orrick, Herrington & Sutcliffe LLP

Corporate Governance Features: for Silicon Valley and San Francisco Bay Area Public Companies

Orrick has unveiled an unprecedented new study examining the corporate governance structures of the largest public companies in the Bay Area, including tech industry leaders. The comprehensive study reviewed the 153...more

Parker Poe Adams & Bernstein LLP

Recent DGCL Amendments of Note

The Delaware General Assembly recently amended Delaware’s corporate statutes in several respects of interest to public companies. Boards may delegate stock issuances to non-directors....more

Proskauer - Corporate Defense and Disputes

Delaware Governor Signs Bill Prohibiting Bylaws on Fee-Shifting

Last week, Delaware Governor Jack Markell signed Senate Bill 75, which amends the Delaware General Corporation Law to prohibit Delaware stock corporations from adopting bylaws that force shareholders to pay legal fees if they...more

Proskauer - Corporate Defense and Disputes

Delaware House Passes Bill Prohibiting Bylaws on Fee-Shifting

On June 11th, the Delaware House of Representatives unanimously passed a bill prohibiting publicly traded corporations from adopting bylaws that force shareholders to pay legal fees if they do not prevail in lawsuits...more

Cooley LLP

M&A Team News - April 2015

Cooley LLP on

What Revlon Doesn't Require - Two decisions by the Delaware courts (In re Family Dollar Stores, Inc. and C&J Energy Services Inc. v. City of Miami General Employees' and Sanitation Employees' Retirement Trust have more...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Proposed DGCL Amendments to Address Fee Shifting, Forum Selection and Appraisal Proceedings"

On March 6, 2015, the Corporation Law Council of the Delaware State Bar Association announced proposed amendments to the Delaware General Corporation Law (DGCL) intended to address fee shifting, forum selection and appraisal...more

Morrison & Foerster LLP

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

Akin Gump Strauss Hauer & Feld LLP

Top 10 Topics for Directors in 2014

Top 10 Topics for Directors in 2014 - U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year: 1. Oversee strategic planning amid...more

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