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
2024 brought several important decisions of the U.S. Supreme Court (SCOTUS) and the courts of the state of Delaware concerning how corporations, their boards of directors and officers interact with investors, regulators and...more
Shareholder activism continued unabated in 2022 and we see very little to suggest that will change in 2023. Overall, the number of activist campaigns were up 36% in 2022. However, activists continue to struggle to...more
This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more
Since the start of 2018, state and, to a lesser extent, federal courts around the country, as well as state legislatures and Congress, have issued decisions or considered legislation having a substantial impact on corporate...more
A universal proxy may benefit public companies in certain contested director elections, but the ability to use this tool may depend on a company’s bylaws. Key Points - ..In contested director elections, the binary...more
Amendments to the Washington Business Corporation Act (WBCA) that allow Washington corporations to hold “virtual” shareholder meetings became effective in June 2018. Prior to these amendments, Washington corporations could...more
The state of New Jersey recently amended its corporate laws under the New Jersey Business Corporation Act (NJBCA) in an effort to provide clarity for companies incorporated within the state. The changes closely align with...more
The Delaware Court of Chancery recently invalidated a bylaw that required a supermajority vote of at least two-thirds of all outstanding shares to remove a director because it was inconsistent with the Delaware General...more
In Frechter v. Zier, C.A. No. 12038-VCG (Del. Ch. Jan. 24, 2017), the Delaware Court of Chancery held that a corporation’s bylaw, requiring a supermajority stockholder vote for the removal of directors, was invalid. ...more
In a December 21, 2015 transcript ruling, the Delaware Chancery Court invalidated the provisions of VAALCO Energy, Inc.’s charter and bylaws that allow for removal of directors only “for cause” even though VAALCO’s board is...more
Existing (ISS) voting policy is to recommend against the election of boards of directors if charter or bylaw amendments were enacted without shareholder approval and in a manner that materially diminishes shareholders’ rights...more
In November 2013, Men’s Wearhouse made an unsolicited offer to acquire Jos. A. Bank, just weeks after rejecting a hostile offer from Jos. A. Bank. Jos. A. Bank initially rejected the “Pac Man” counteroffer, but ultimately...more