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
On July 11, 2024, the Delaware Supreme Court (the “Court”) issued a landmark ruling in Kellner v. AIM Immunotech Inc., providing crucial guidance on the standards for evaluating challenges to advance notice bylaws. This...more
In this recent case, Kellner v. AIM ImmunoTech, the Delaware Supreme Court articulated a two-part framework for judicial consideration of advance notice bylaws in the event of a challenge to their adoption, amendment or...more
The Delaware Supreme Court on July 11 partially reversed the Delaware Court of Chancery decision in Kellner v. AIM ImmunoTech, which had held that certain advance notice bylaw provisions were “facially invalid,” holding...more
In 2021, the Securities and Exchange Commission (SEC) adopted final rules that made it easier for shareholders, including activists who may not have the company’s long-term interests in mind, to put dissident directors on a...more
California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business". Thus, if the authorized number of directors is 7 and there...more
Stockholder plaintiffs’ law firms have recently filed several virtually identical complaints in the Delaware Court of Chancery challenging often used public company advance notice bylaws as facially invalid. Against this...more
In Ho Kwok Leung Glen, Hau Kai Ling and Ge Jun v Nan Hai Corporation Limited [2024] SC (Bda) 2 Civ, 31 January 2024, the Supreme Court of Bermuda (the “Court”) rejected the Plaintiffs’ application for a declaration that seven...more
The last three months have seen a jump in shareholder lawsuits challenging “advance notice” provisions in company bylaws. Advance notice provisions are ubiquitous among Delaware public companies....more
In Kellner v. AIM ImmunoTech, the Delaware Court of Chancery held that certain advance notice bylaw provisions were invalid. While the decision engages in a fact-specific analysis of many aspects of AIM ImmunoTech’s advance...more
The Background: After unsuccessfully trying to convince the special committee not to implement a plan to liquidate a business line, which the controlling stockholder believed would destroy value, the controlling stockholder...more
On December 28, 2023, Vice Chancellor Lori W. Will of the Delaware Court of Chancery issued a post-trial ruling upholding the decision by the board of directors of AIM Immunotech Inc. to reject a director nomination notice...more
In a landmark decision, In re Sears Hometown & Outlet Stores, Inc. Stockholder Litigation,1 the Delaware Court of Chancery held that a controlling stockholder did not breach his fiduciary duties when he amended company bylaws...more
On January 17, 2024, the Delaware Supreme Court issued a significant decision affirming that the Delaware General Corporation Law (the DGCL) does not require companies with multiple classes of common stock to obtain separate...more
The U.S. Court of Appeals for the Second Circuit upheld a ruling of the U.S. District Court for the Southern District of New York that invalidates control share bylaw provisions adopted by certain closed-end funds organized...more
Hi In “a tale of wins and losses on both sides,” the Delaware Court of Chancery reiterated that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial scrutiny to...more
We’ve all read countless headlines and articles about the removal and swift return of Sam Altman as CEO of OpenAI over the past several weeks. Simply put, the nonprofit board voted to remove Altman as a result of a...more
I. Types of Business Entities - 1. Description of the types of entities available - In Chile, there are different types of entities available to establish a business. The most common entities for foreign investment...more
An often overlooked and critical function of operating a successful business is sound corporate governance. But what is corporate governance? Generally stated, corporate governance encompasses the rules, mechanisms and...more
The Delaware Court of Chancery has denied a preliminary, mandatory injunction motion to compel Ocean Power Technologies, Inc. ("Ocean Power") to permit one of its stockholders' nominees to stand for election at the next...more
Forum-selection provisions have become an increasingly common tool for managing corporate litigation risks. By including these provisions in their charters or bylaws, corporations can designate an exclusive forum — most...more
Ten years ago, I questioned in this space whether a Delaware forum selection charter provision would survive constitutional scrutiny if it involved a de facto waiver of a jury trial...more
With the 2023 proxy season now over for most companies, we took a fresh look at recent bylaw and charter amendments at the Silicon Valley 150 (the SV150) to better understand how companies are addressing i) new Rule 14a-19,...more
One popular theory of the corporation is that it is a nexus of contracts. As Frank Easterbrook and Daniel Fischel pithily pronounced "Corporations are enduring (relational) contracts." F. Easterbrook and D. Fischel, The...more
During the 2021-2022 legislative session, the California Secretary of State sponsored legislation, 2022 Cal. Stats. ch. 617, making numerous changes to the Corporations Code in anticipation of the implementation of its...more
A multitude of questions over who must approve the grant of equity awards frequently arise when designing equity compensation programs. Do shareholders need to approve the grant? Is approval from the Board of Directors...more