News & Analysis as of

Corporate Charters

Home On The Grange

by Allen Matkins on

As a child, I was always puzzled when I saw a Grange Hall. Was Grange a misspelling of “range”? If not, what was a “grange”? Only later did I learn that “grange” was derived from the Latin word, granum, meaning a seed. ...more

Minority Shareholders’ Derivative Suit Foiled by Voiding of Corporation’s Charter for Nonpayment of Taxes

by Farrell Fritz, P.C. on

A business’s failure to pay state taxes can be a problem if the entity later wants to bring a lawsuit, or its non-controlling owners want to sue on the entity’s behalf....more

OCC Hosts Forum on Responsible Innovation

by Goodwin on

On June 23, 2016, the Office of the Comptroller of the Currency (OCC) hosted a daylong forum, “Supporting Responsible Innovation in the Federal Banking System.” The purpose of the forum was to encourage a dialogue among...more

Waivers of Ownership Limitation Provisions in REIT Charters

by Goodwin on

I. Why Do REITs Have Ownership Limits in the First Place? - Ownership limitation provisions are designed primarily to protect one of a REIT’s most valuable assets – its status as a REIT under the federal income tax...more

DELAWARE CORPORATE LAW AND LITIGATION: WHAT HAPPENED IN 2015 AND WHAT IT MEANS FOR YOU IN 2016

by DLA Piper on

Delaware has long been known as the corporate capital of the world, and it is now the state of incorporation for 66 percent of the Fortune 500 and more than half of all companies whose securities trade on the NYSE, Nasdaq...more

Russian Legislation Update

by White & Case LLP on

In this issue: - Corporate: Civil Code Reform, Model Company Charters - Rating Agencies - Import Substitution - Currency Control - Banking - Excerpt from Corporate: Civil Code Reform: On 29 June 2015...more

Delaware General Corporation Law Amendments

by Womble Bond Dickinson on

On June 24, 2015, Delaware Governor Jack Markell approved several important amendments to the Delaware General Corporation Law (the “DGCL”),[1] with such amendments generally becoming effective on August 1, 2015. These...more

Delaware Bans Corporate Fee-Shifting Bylaws and Authorizes Delaware-Only Forum Requirement for Intra-Corporate Litigation

Delaware recently enacted new legislation to prohibit stock corporations from adopting fee-shifting bylaws and charter provisions, among other amendments to the Delaware General Corporation Law. The fee-shifting ban ends a...more

New Delaware Law Invalidates “Fee-shifting” and Validates "Forum-selection" Provisions

by McCarter & English, LLP on

Prohibition on Fee-Shifting Provisions - The legislation signed into law last week responds to the Delaware Supreme Court’s decision in ATP Tour, Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014) in which the Court...more

Congress Allows Export-Import Bank Charter to Expire, for Now

by King & Spalding on

Congress recessed for a week-long Fourth of July break last week without taking up legislation to reauthorize the Export-Import (Ex-Im) Bank's charter, just days before it was set to expire. The Bank was operating under a...more

SEC Proposes Clawback Rules

by McGuireWoods LLP on

Yesterday, the SEC proposed the long-awaited executive compensation clawback rules under Section 954 of the Dodd Frank Act. Weighing in at over 100 pages, there is a lot to digest. This McGuireWoods client alert provides an...more

UPDATE: Significant Amendments to Delaware General Corporation Law Enacted, Become Effective August 1st

by Polsinelli on

Delaware Senate Bill 75 (“SB 75”) was approved by the House of Representatives on June 11, 2015 and signed into law by Delaware Governor Jack Markell on June 25. The new law enacts two very significant changes to the Delaware...more

Are Delaware Directors Deathless?

by Allen Matkins on

I’ve noticed that the drafters of corporate laws seemed to have overlooked the mortality of directors.  Section 141(b) of the Delaware General Corporation Law, for example, prescribes the term of directors as follows...more

Chancery Court Expands on When Legal Fees Can Be Advanced

by Morris James LLP on

Advancement and indemnification rights provide directors and officers of Delaware corporations comfort when accepting positions that often lead to being named in litigation. However, once the interests of the executive and...more

Delaware House of Representatives Bars Fee-Shifting Provisions but Approves Forum-Selection

by Kelley Drye & Warren LLP on

There has been considerable interest over the last year about whether a fee-shifting provision in the charter or bylaws of a Delaware corporation is enforceable. On Thursday, June 11, 2015, the Delaware House of...more

Exculpatory Provisions Provide Powerful Protection for Independent Directors

by Smith Anderson on

The Delaware Supreme Court recently issued an important decision clarifying the standards that govern claims for money damages against independent directors of corporations whose charters contain exculpatory provisions....more

Why Directors and Officers Should Demand a Separate Indemnification Agreement

Corporate directors and officers (“D&O’s”) face significant personal exposure whenever their corporation is involved in a dispute or investigation. For this reason, prudent D&O’s avail themselves of all available legal...more

Violation of Corporate Charter: Breach of Contract, Fiduciary Duties or Both

by Morris James LLP on

When a company takes action through its board in violation of its certificate of incorporation, may a plaintiff stockholder bring suit against the company directly for breach of its certificate—the most important of corporate...more

Update: Proposed Amendments to DGCL, Including Ban on Fee-Shifting and Permitting Exclusive Forum Provisions

The Corporation Law Section of the Delaware State Bar Association has approved, in substantially the form proposed by the Delaware Corporate Council, amendments to the General Corporation Law of the State of Delaware (DGCL)...more

Delaware Bar Proposes Amendments to Ban Fee-Shifting Provisions and Allow Delaware-Only Forum Selection Provisions in Corporate...

The Council of the Corporation Law Section of the Delaware State Bar Association recently released proposed amendments to the Delaware General Corporation Law (DGCL) that would prohibit fee-shifting provisions in a...more

Proposed 2015 Amendments to the Delaware General Corporation Law

The Delaware Corporation Law Council—composed of members of the Delaware bar charged with proposing annual amendments to the Delaware General Corporation Law (DGCL)—has proposed several potentially significant amendments to...more

Delaware Prepares To Eliminate Fee-Shifting Bylaws And Charters

by Morris James LLP on

The Delaware State Bar Association is submitting new legislation that will prohibit the use of fee-shifting bylaws or corporate charters for litigation involving “intracorporate” disputes. ...more

ISS Issues FAQs on Proxy Voting Policies Regarding Bylaw and Charter Amendments Adopted Without Shareholder Approval

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

New Surprises in Final 2015 ISS Policy Updates

ISS has issued its 2015 policy updates. Unilateral Bylaw/Charter Amendments - This policy is new stand-alone policy. Previously these matters were evaluated under the ISS governance failure policy. ISS...more

Ninth Circuit Allows Delinquent Corporation To Sue And Own Trademarks

In Southern California Darts Association v. Zaffina, the Ninth Circuit held that a corporation, whose charter had been suspended by the state of California in 1977, had standing in 2012 to sue and to own trademarks as an...more

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