News & Analysis as of

Forum Selection Bylaws

Court Of Appeal Finds No Right To Jury In Shareholder Class Action

by Allen Matkins on

In several blog posts, I have commented on the right to a jury trial under California law. This may seem like an inapposite subject for a blog devoted to corporate and securities law issues. Nonetheless, I have...more

California Judge Honors Delaware Forum Selection Bylaw

by Allen Matkins on

In May, I wrote about Judge Peter H. Kirwan’s ruling in Drulias v. 1st Century Bancshares, Inc., (Cal. Super. Ct. Case No. 16-CV-294673, Nov. 18, 2016). As readers may recall, Judge Kirwan declined to approve a disclosure...more

Delaware's New Focus on Deal Process and Disclosure: Part II

by Pepper Hamilton LLP on

In part one of this two-part series, we discussed two of four recent developments in Delaware law that reduce the liability exposure of corporate boards and controlling stockholders in merger transactions, and also benefit...more

Enforceability Of Exclusive Forum Bylaw May Hinge On The Meaning Of “May”

by Allen Matkins on

No California appellate court has yet addressed the validity of forum selection bylaws in a published decision. When the question comes before a California appellate court, the outcome may turn on the meaning of “may” in...more

Delaware corporate law and litigation: what happened in 2016 and what it means for you in 2017

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 and...more

Delaware District Court Finds That Controlling Stockholder Claim Falls Outside Of Forum Selection Bylaw

by Morris James LLP on

Forum selection bylaws are a powerful tool for companies to avoid the burdens of multi-forum litigation. But those bylaws only cover the claims falling within their terms. Where, as here, the bylaw only covers fiduciary...more

Ouch! Proxy Statement Argues That Resolving Dispute In California Court Was “Costly And Time Consuming”

by Allen Matkins on

As Ralph Waldo Emerson once famously told Oliver Wendell Holmes, Jr.: ““Holmes, when you strike at a king, you must kill him.” For the full story, see The Corporations Code Can Make Suing Your Former Employees Costly. I was...more

Court Of Chancery Explains Section 115

by Morris James LLP on

Bonanno v. VTB Holdings Inc., C.A. 10681-VCN (February 8, 2016) - Section 115 of the Delaware General Corporation Law addresses forum selection provisions in corporate charters or bylaws....more

"Enforceability of Corporate Forum-Selection Bylaws Continues to Strengthen"

In recent years, corporations have responded to the threat of duplicative stockholder lawsuits in multiple courts across the country, as well as “forum shopping” by plaintiffs, by enacting forum-selection bylaws. Under these...more

5 Securities Litigation Issues to Watch in 2016

The coming year promises to be a pivotal one in the world of securities and corporate governance litigation. In particular, there are five developing issues we are watching that have the greatest potential to significantly...more

Forum Shopping No More? Oregon Joins Delaware in Upholding Exclusive Forum Bylaw Provision

On December 10, 2015, the Oregon Supreme Court held that an exclusive forum bylaw provision adopted unilaterally by a Delaware company’s board was a valid and enforceable contractual forum selection clause.  Importantly, the...more

Southern District of Florida Case Challenging Bylaw Requiring Minimum Stake to Sue Dismissed

As we have previously discussed, there has been a growing trend of corporations’ adopting various types of bylaws to define the bounds of shareholder litigation. These include forum-selection bylaws and fee-shifting bylaws...more

Insights: The Delaware Edition - October 2015

We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more

"Recent Amendments to the Delaware General Corporation Law Address Fee-Shifting and Forum Selection Provisions"

It has become almost axiomatic that when a public company merger is announced, stockholder litigation quickly follows. In recent years, some studies have indicated that more than 90 percent of transactions valued at more than...more

"Q&A With Delaware Litigation Partner Ed Micheletti"

What is the most significant recent development in Delaware, from a litigation standpoint? While there have been a number of important cases and statutory developments, an often-overlooked and extremely important recent...more

Business Lit Ledger - Fall 2015

by King & Spalding on

In this Fall issue of our newsletter, you will find a review of several significant legal developments. For example, our antitrust group reviews actions taken by the Federal Trade Commission and the Department of Justice...more

Recent DGCL Amendments of Note

The Delaware General Assembly recently amended Delaware’s corporate statutes in several respects of interest to public companies. Boards may delegate stock issuances to non-directors....more

Reminder to Delaware Corporations of New Statute Effective Aug. 1, 2015 – Time to Amend Your Bylaws to Authorize Delaware as the...

by Goodwin on

A great deal of attention has been paid over the past few years to efforts made by corporations to control in which courts fiduciary duty and other claims may be brought against directors and officers. Effective August 1,...more

Delaware Corporation Law Amendments Address Fee-Shifting and Exclusive Jurisdiction Provisions

by White & Case LLP on

Recently enacted amendments to the Delaware General Corporation Law will prohibit the certificates of incorporation and bylaws of Delaware corporations from including "loser pays" litigation provisions with respect to...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

Delaware hammers the last nail into the coffin of fee-shifting bylaws

by DLA Piper on

Delaware Governor Jack Markell has signed into law Senate Bill No. 75, which prohibits fee-shifting (or “loser pays”) bylaws for stock corporations. Much to the chagrin of the US Chamber of Commerce, the legislation...more

Delaware Governor Signs Bill Prohibiting Bylaws on Fee-Shifting

Last week, Delaware Governor Jack Markell signed Senate Bill 75, which amends the Delaware General Corporation Law to prohibit Delaware stock corporations from adopting bylaws that force shareholders to pay legal fees if they...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

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