News & Analysis as of

Certificates of Incorporation

Allen Matkins

Don't Say You Weren't Warned! Court Of Appeal Declines To Enforce Delaware Forum Selection Clause In Delaware Corporation's...

Allen Matkins on

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

Womble Bond Dickinson

Delaware Extends Exculpation Rights to Senior Officers: Updates and Guidance on Corporate Charter Amendments

Womble Bond Dickinson on

Since 1986, Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) has allowed corporations to include an exculpation provision in their certificate of incorporation that eliminates or limits the personal...more

Sherman & Howard L.L.C.

New Year, New Certificate of Incorporation?

States are beginning to extend exculpation protections to corporate officers that were previously afforded only to directors. Depending on where your corporation is chartered, you may soon be considering the opportunity to...more

Goodwin

SEC Focuses on Insider Trading and Leverages Market Analytics in Recent Slew of Enforcement Cases

Goodwin on

​​​​​​​On July 25, 2022, the U.S. Securities and Exchange Commission (“SEC”) announced insider trading charges against ten individual defendants across four separate cases (Bhardwaj, Goel, Markin, and Buyer), filed in the...more

BakerHostetler

Corporate Officers May Be Exculpated from Personal Liability Under New Amendment to Delaware Law

BakerHostetler on

Key Takeaways ..Newly amended DGCL Section 102(b)(7) allows Delaware corporations to provide officers with exculpatory protections for personal monetary damages resulting from a breach of fiduciary duty in certain...more

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed 2022 DGCL Amendments Include Significant Changes Addressing Exculpation of Officers, Appraisal Rights and...

On April 12, 2022, the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) that include provisions that, if enacted, would authorize...more

Pillsbury Winthrop Shaw Pittman LLP

Establishing and Managing a Business in the UK 2022

Overseas investors are welcome in the UK. Save as set out below, there are no specific laws prohibiting foreign investment in the UK nor are there any business requirements for UK participation in the ownership or management...more

Kramer Levin Naftalis & Frankel LLP

New York Court Joins Other State Courts in Dismissing Securities Act Claims in Favor of Federal Forum Provision

As we have discussed in prior client alerts, in the wake of the Delaware Supreme Court’s decision in Salzberg v. Sciabacucci (Salzberg), 227 A.3d 102 (Del. 2020), several California state courts have dismissed claims against...more

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Trends in Officer Liability

More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the...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

McAfee & Taft

Flexibility for Oklahoma nonprofit corporations

McAfee & Taft on

In 2019 the Oklahoma Legislature passed, and the Governor signed into law on April 16, Senate Bill 642, which made numerous and substantial changes to the Oklahoma General Corporation Act (the “Act”) primarily relating to...more

Goodwin

California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits

Goodwin on

California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits; California District Court Dismisses Fraud-Related Claims Against AT&T; Third Circuit Holds Challenge to SEC’s Decision to...more

Akin Gump Strauss Hauer & Feld LLP

Judge Rules California State Law Does Not Prohibit Federal Forum Provisions That Seek To Avoid Cyan’s Bar on Removal of Securities...

- California state court held that federal forum provisions for Securities Act claims are not illegal and may be used to sidestep the bar on removal of Securities Act claims following the United States Supreme Court’s ruling...more

Orrick, Herrington & Sutcliffe LLP

Dismissing Securities Act Claims, California State Court Holds That Federal Forum Selection Provision in Delaware Corporate...

On September 1, 2020, a California Superior Court judge in San Mateo County upheld a federal forum provision (“FFP”) in the charter of Delaware company Restoration Robotics, Inc., which mandated that stockholder claims under...more

White and Williams LLP

Delaware Supreme Court Upholds Federal Forum Selection for Securities Act Claims

White and Williams LLP on

On Wednesday, March 18, 2020, the Delaware Supreme Court overturned a Chancery Court decision that had prohibited Delaware corporations from adopting federal forum selection provisions for actions arising under the federal...more

Morgan Lewis

Delaware Supreme Court Ruling Allows Exclusive Federal Forum Provisions For ’33 Act Claims

Morgan Lewis on

The Delaware Supreme Court held on March 18 in Salzberg, et al. v. Sciabacucchi that the exclusive federal-forum provisions in certificates of incorporation for three Delaware corporations were not facially invalid....more

Shearman & Sterling LLP

Delaware Court Of Chancery Finds Allegations Of Personal And Professional Relationships Sufficient To Excuse Pre-Suit Demand

On September 30, 2019, Chancellor Andre G. Bouchard of the Delaware Court of Chancery denied defendants’ motion to dismiss a stockholder derivative action for breach of fiduciary duties in connection with BGC Partners, Inc.’s...more

Farrell Fritz, P.C.

WeWork, SoftBank and Anti-Dilution Protection

Farrell Fritz, P.C. on

The corporate spectacle better known as The We Company IPO officially and mercifully came to an end September 30 when The We Company (“We Co.”), the corporate parent of WeWork, requested that the Securities and Exchange...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

Allen Matkins

Stockholder Tenure And Voting Rights

Allen Matkins on

A recent post by Broc Romanek linked to a MarketWatch article critiquing the new Long Term Stock Exchange. The article mentions that "The LTSE has also proposed 'long-term voting rights,' wherein a shareholder’s voting power...more

Stinson - Corporate & Securities Law Blog

The Right Way to Release Claims for Advancement on Termination of Employment

In Ephrat et al v medCPU, Inc., the Delaware Court of Chancery considered whether a separation agreement released claims of advancement pursuant to medCPU’s, or the company’s, certificate of incorporation. The plaintiffs,...more

Allen Matkins

When You Say "Get It In Writing", What Do You Mean?

Allen Matkins on

Several provisions of the Delaware General Corporation Law authorize or require that a notice or communication be in "writing" or "written". For example, Section 142(b) provides "Any officer may resign at any time upon...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

Mintz Edge

CAUTION: Director Veto Rights in Financing Documents May Constitute “Disproportionate Voting”

Mintz Edge on

Section 141(d) of the Delaware General Corporations Law (DGCL) allows the certificate of incorporation (COI) of a Delaware corporation to confer upon one or more directors voting powers greater than or less than those of...more

Kramer Levin Naftalis & Frankel LLP

Delaware Court Strikes Down Federal Forum Selection Provisions in Certificates of Incorporation - Allows Plaintiffs to Bring...

In Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL (Del. Ch. Dec. 19, 2018), the Delaware Court of Chancery invalidated provisions in the certificates of incorporation of three Delaware corporations — Blue Apron Holdings...more

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Updated: Dec 28, 2021:

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Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

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Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

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Updates to This Policy

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Contacting JD Supra

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