Beyond the Bylaws: The Medical Staff Show | The Role of Bylaws in Medical Staff Governance, Part II
Beyond the Bylaws: The Medical Staff Show - Medical Staff 101
Nonprofit Basics: Amending Nonprofit Corporation Bylaws
Litigation developments: federal forum provisions
Meritas Capability Webinar - Controlling Where to Fight and Who Pays for it?
Rules for rewarding 'super' condo board members
In reviewing a recent agreement, I came across the following interpretive provision...more
Centrella v. Avantor, Inc., C.A. No. 2022-0876-NAC (Del. Ch. July 1, 2024) - It is common for Delaware corporations to provide advancement rights to their officers and directors. In this post-trial decision from the Court...more
The US Court of Appeals for the Eighth Circuit has recently confirmed the validity of term provisions in wholesale power contracts between generation and transmission cooperatives and their member distribution cooperatives....more
FEATURED ARTICLE - Efforts clauses are common in commercial agreements, including those involving real estate. Where one or both parties cannot guarantee a particular outcome, efforts clauses attempt to qualify obligations....more
CASES OF NOTE - GRAVE MATTERS: THE PROTECTION OF PROPERTIES CONTAINING BURIAL SITES - Church of the Holy Spirit of Wayland v. Heinrich, 2022 WL 1419702, 101 Mass. App. Ct. 32 (2022)....more
Many public companies conduct periodic corporate governance reviews as they prepare for year-end, preferably on a “clear day” where the absence of a threat can support a lower standard of judicial scrutiny for bylaw changes. ...more
La Superintendencia de Sociedades (Supersociedades) de Colombia, el 9 de junio de 2021, emitió el Oficio 220-077235 (el Oficio), por medio del cual se encargó de señalar que aquellos administradores (representantes legales y...more
Manti Holdings, LLC, et al. v. Authentix Acquisition Company, Inc. considered whether a “loser pays” fee-shifting provision in a stockholders’ agreement violated Delaware law. In 2008, the Petitioners had all held stock in a...more
The private company marketplace has become increasingly attractive to investors as the number of opportunities for investment has vastly expanded. There are approximately 6 million companies in the US, but less than 1% are...more
Entrepreneurs launching new companies today take on a significant gamble, because statistics show that roughly 30% of all new start-ups fail within two years, and only half survive for a full five years. Many businesses fail...more
In recent comments, Commissioner Peirce shared her views on the role of the Securities and Exchange Commission in expressing a view regarding mandatory arbitration provisions....more
Section 202 of the California Corporations Code lists those provisions that must be included in a California corporation’s articles of incorporation in order for them the be accepted by the Secretary of State for filing. ...more
According to the recent decision of the U.S. Court of Appeals for the First Circuit in Pacific Indemnity Company v. Deming, 2016 WL 3607028, 2016 U.S. App. LEXIS 12374 (July 5, 2016) common contractual provisions that...more
Four points to consider when drafting these often crucially important, but tiresome, documents: - Distinguish among Shall/Will/Must. I often cite Bylaws as an example of how “shall” may sometimes mean “must” while other...more