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Shareholder Litigation Articles of Incorporation

Allen Matkins

Does Guzman Supply An Answer To Moelis?

Allen Matkins on

I always enjoy hearing from readers of this blog.  Recently, I wrote: Reading these statutes together, it is relatively clear that Nevada, like Delaware, permits the articles of incorporation to vary the mandate that...more

Venable LLP

Class Voting Distinctions between Maryland and Delaware

Venable LLP on

The Supreme Court of Delaware recently issued a decision upholding long-standing precedent regarding Delaware’s class vote requirement. The case, In re Fox Corporation/Snap Inc. Section 242 Litigation, concerned amendments to...more

Smith Anderson

Recent Amendments to the North Carolina Business Corporation Act - Update

Smith Anderson on

The Business Law Section of the North Carolina Bar Association was active this past year in proposing certain changes to the North Carolina Business Corporation Act. Below is a summary of the amendments that were adopted this...more

Allen Matkins

Is The Right To Sue Officers A Power, Preference Or Special Right?

Allen Matkins on

Earlier this month the Electrical Workers Pension Fund, Local 103, I.B.E.W. filed a verified class action complaint in the Delaware Court of Chancery against Fox Corporation.  (Case No. 2022-1007-MTZ (filed Nov. 4, 2022)). ...more

Allen Matkins

Can An Article Or Bylaw Forum Selection Provision Bind Persons Who Are Not Yet Stockholders?

Allen Matkins on

Today, the Nevada Assembly Judiciary Committee is holding a hearing on SB No. 95, a bill that would make numerous changes to Nevada's business entity statutes.  One change would be to amend NRS 78.046 to authorize the...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Applies the Internal Affairs Doctrine to Deny Stockholder Inspection Rights Under a Foreign State’s Law

In Juul Labs, Inc. v. Grove, 2020 Del. Ch. LEXIS 264 (Del. Ch. Aug. 13, 2020) (Laster, V.C.), the Delaware Court of Chancery held that the “internal affairs doctrine” bars a stockholder of a Delaware corporation headquartered...more

WilmerHale

Open Questions After the Landmark Decision in Salzberg

WilmerHale on

On March 18, 2020, in a landmark ruling in Salzberg v. Sciabacucchi, No. 346, 2019 (Del. March 18, 2020), the Delaware Supreme Court upheld the validity of provisions included in a Delaware corporation’s certificate of...more

Butler Snow LLP

Banking Notes: New Mississippi Law Allows Venue Selection for Shareholder Claims

Butler Snow LLP on

The Mississippi legislature has created a new mechanism for Mississippi corporations to require that derivative and other shareholder claims be brought in the county of the corporation’s principal office instead of some other...more

Sheppard Mullin Richter & Hampton LLP

Justice Friedman Allows Breach of Fiduciary Duty Claim to Proceed Against Corporate Directors Under Delaware Law

In AP Services, LLP v. Lobell et. al, No. 651613/2012, 2015 NY Slip Op 31115(U) (N.Y. Sup. Ct. June 19, 2015) (argued Feb. 21, 2014), Justice Friedman, applying Delaware Law, denied a motion to dismiss plaintiff AP Services,...more

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