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Derivatives Bylaws

Proskauer - Corporate Defense and Disputes

En Banc Ninth Circuit Upholds Delaware-Forum Bylaw That Prevents Assertion of Federal Proxy Claim in Derivative Action

The en banc Court of Appeals for the Ninth Circuit affirmed the dismissal of a shareholder derivative action in light of an exclusive-forum bylaw requiring assertion of derivative claims in the Delaware Court of Chancery,...more

A&O Shearman

Seventh Circuit Rules Aerospace Company Cannot Use Bylaws To Avoid Federal Securities Claims

A&O Shearman on

On January 7, 2022, a split panel of the United States Court of Appeals for the Seventh Circuit reversed the dismissal of claims under Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) against the...more

Troutman Pepper

Non-Delaware PE Firms Should Be Aware of Potential Jurisdictional Hook

Troutman Pepper on

In In re Pilgrim’s Pride Corporation Derivative Litigation, the Delaware Court of Chancery held that a foreign controlling stockholder impliedly consented to personal jurisdiction in Delaware because the controller’s...more

Morris James LLP

The Court of Chancery Declines to Disturb Company’s “Waiver” of its Forum Selection Bylaw to Settle Derivative Action in...

Morris James LLP on

Many Delaware companies have adopted forum selection bylaws that prevent their stockholders from bringing internal corporate claims in courts outside of Delaware. These bylaws are a valid and effective tool for limiting...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - Volume X, Issue 38

SEC/CORPORATE - ISS Publishes Results of 2015–2016 Annual Global Policy Survey - On September 28, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2015–2016...more

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest - Volume X, Issue 11

In This Issue: - Delaware Proposal Banning Fee-Shifting and Permitting Exclusive Forum Provisions - SEC Charges Insiders for Failure to Update Schedule 13D Disclosures - CBOE Proposes Amendments to...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - Volume IX, Issue 22

In this issue: - Delaware Legislation Banning Fee-Shifting in Bylaws and Charters - CFTC Proposes to Amend De Minimis Threshold for Swaps with Utility Providers - CFTC Grants Recordkeeping Relief for...more

Katten Muchin Rosenman LLP

Trends in Exclusive Forum Bylaws: They're Valid, Now What?

For Delaware corporations facing a rising tide of strike suits, the Delaware Court of Chancery’s June 25, 2013 Boilermakers decision upholding the validity of “exclusive forum” bylaws adopted by Chevron Corporation and FedEx...more

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