News & Analysis as of

Director Removal Bylaws

Greenbaum, Rowe, Smith & Davis LLP

Department of Community Affairs Issues Substantial Regulations Affecting Common Interest Communities

On May 18, 2020, the New Jersey Department of Community Affairs, Division of Codes and Standards (DCA) published new regulations under the Planned Real Estate Development Full Disclosure Act (PREDFDA). The purpose of these...more

Skadden, Arps, Slate, Meagher & Flom LLP

Companies Amend Bylaws in Response to Activist ‘Placeholder Slate’ Tactic

In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor’s 500 index, have amended their bylaws to address the potential for a so-called “placeholder slate” of directors. The bylaw...more

Cole Schotz

Delaware Court of Chancery Rules on Unambiguous Director Removal Voting Requirements

Cole Schotz on

In a recent decision of the Delaware Court of Chancery, the Court struck down a corporate bylaw provision of NutriSystem, Inc., a Delaware corporation (the “Company”), ruling the provision to be inconsistent with the Delaware...more

Polsinelli

Supermajority Director Removal Bylaw Is Unlawful

Polsinelli on

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

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Rejects Bylaw That Required Supermajority Stockholder Vote to Remove Directors in Violation of 8 Del....

In Frechter v. Zier, C.A. No. 12038-VCG, 2017 WL 345142 (Del. Ch. Jan. 24, 2017) (Glasscock, V.C.), the Delaware Court of Chancery granted plaintiff’s motion for summary judgment on a declaratory relief claim and held that 8...more

K&L Gates LLP

Chancery Court Confirms that the Removal of Directors Serving on Unclassified Boards and Elected by Plurality Voting Cannot Be...

K&L Gates LLP on

In In re VAALCO Energy, Inc. Consolidated Stockholder Litigation, C.A. No. 11775 VCL (Del. Ch. Dec. 21, 2015) (Transcript), the Delaware Court of Chancery confirmed that the certificate of incorporation or bylaws of a...more

Cadwalader, Wickersham & Taft LLP

M&A Update: Delaware Chancery Court Invalidates Charter and Bylaw Provisions Allowing Only For Cause Removal of Directors Where...

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

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