News & Analysis as of

Forum Selection Shareholders

BlackRock Publishes Updated Proxy Voting Guidelines

by White & Case LLP on

BlackRock, Inc. ("BlackRock") recently published its updated "Proxy Voting Guidelines for US Securities". Consistent with BlackRock's recent communications related to its investment principles, the guidelines emphasize...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

Race to Courthouse in Shareholder Derivative Actions Could Raise Due-Process Issues

The Delaware Supreme Court requested further consideration of the federal due-process issues that might arise where a court is asked to hold that a shareholder derivative action is precluded because a prior derivative action...more

Preparation for 2015 Fiscal Year-End SEC Filings and 2016 Annual Shareholder Meetings

by Mintz Levin on

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Delaware General Corporation Law Amended Regarding Fee-Shifting and Forum Selection Clauses

by BakerHostetler on

On June 24, 2015, the governor of Delaware signed into law legislation that amends the Delaware General Corporation Law (Title 8 of the Delaware Code) (“DGCL”) to effectively prohibit fee-shifting bylaw provisions in the...more

Meritas Capability Webinar - Controlling Where to Fight and Who Pays for it?

To address the continued problem of duplicitous stockholder strike suits, corporations have started to experiment with forum selection bylaws (which limit the jurisdictions in which stockholders may bring such suits) and fee...more

Meritas Capability Webinar - Controlling Where to Fight and Who Pays for it?

To address the continued problem of duplicitous stockholder strike suits, corporations have started to experiment with forum selection bylaws (which limit the jurisdictions in which stockholders may bring such suits) and fee...more

M&A Team News - April 2015

by Cooley LLP on

What Revlon Doesn't Require - Two decisions by the Delaware courts (In re Family Dollar Stores, Inc. and C&J Energy Services Inc. v. City of Miami General Employees' and Sanitation Employees' Retirement Trust have more...more

What’s New in Delaware: Fee-Shifting and Forum Selection Bylaws, Appraisal Rights and Rapid Confidential Arbitration

by K&L Gates LLP on

The Corporation Law Section of the Delaware State Bar Association recently approved amendments to the General Corporation Law of the State of Delaware (the “Proposed DGCL Amendments”), which would prohibit Delaware stock...more

More Forum Selection Affirmation from Delaware

An interesting Delaware Supreme Court decision just before the holidays may have escaped many people’s attention. In United Technologies Corp. v. Treppel, the Court concluded in the context of stockholder inspection rights...more

Delaware Supreme Court Holds That Court of Chancery Can Restrict Forum Where Books and Records Can Be Used

Previously we have discussed Delaware court decisions upholding forum selection bylaws requiring suits involving a corporation’s internal affairs to be filed in a specified court, such as the Delaware Court of Chancery. Last...more

The Ropes Recap: Mergers & Acquisitions Law News - October 2014

by Ropes & Gray LLP on

In this issue: - Delaware Legislative Update - Amendments to DGCL Effective August 1, 2014 - News from the Courts - Additional Guidance on Kahn v. M&F Worldwide Corp. - Exculpation...more

Delaware Court Approves Out-Of-State Forum Selection Bylaw Adopted At Time Of Merger

by Bracewell LLP on

In City of Providence v. First Citizens BancShares Inc. et al., C.A. No. 9795-CB (Del. Ch. Sept. 8, 2014), the Delaware Court of Chancery (Bouchard, C.) held that a minority shareholder's claims against a Delaware...more

Delaware Court of Chancery Reaffirms Enforceability of Forum Selection Bylaws

In City of Providence v. First Citizens BancShares, Inc. (Del. Ch. September 8, 2014), the Delaware Court of Chancery upheld a forum selection bylaw that designated North Carolina as the exclusive forum for certain...more

Forum Selection Bylaws Are Best Considered On A Clear Day

by Morrison & Foerster LLP on

“Exclusive forum” bylaws and charter provisions are a powerful tool for managing the risk of parallel corporate governance litigation against a company and its directors in multiple forums, allowing stockholders to bring such...more

Forum Selection Bylaws–More Good News

Fending off merger-related shareholder lawsuits keeps getting easier. Just a week ago, the Delaware Chancery Court upheld the enforceability of the bylaw of a Delaware corporation headquartered in North Carolina that selected...more

Forum Selection Bylaws Help Combat Multijurisdictional Shareholder Litigation: State Courts are Increasingly Upholding Forum...

by Pepper Hamilton LLP on

When almost 98 percent of takeover transactions valued at more than $100 million result in shareholder litigation, and often such transactions are the subject of multiple lawsuits filed in multiple jurisdictions, it is no...more

Corporate and Financial Weekly Digest - Volume IX, Issue 34

In this issue: - Oregon State Court Refuses to Enforce Forum Selection Bylaw - SEC Announces Pilot Program to Widen Tick Sizes for Smaller Companies - NFA Issues Notice Setting Effective Date for Risk...more

Significant Legislation Affecting Business Passed by General Assembly

by Smith Anderson on

At the end of last week, the North Carolina General Assembly passed significant legislation affecting the State’s business legal climate. With large bipartisan majorities, the Legislature adopted Senate Bill 853 (SB 853),...more

Amending Your Bylaws to Mitigate the Cost of Shareholder Litigation: Fee-shifting and forum selection provisions

by Pierce Atwood LLP on

Shareholder litigation is on the rise, increasing the cost of doing business; and companies often face litigation on multiple fronts, further increasing litigation exposure. In 2013, 94 percent of M&A deals were challenged by...more

The Ropes Recap: Mergers & Acquisition Law News - Second Quarter 2014

by Ropes & Gray LLP on

In this issue: -Delaware Legislative Update -Delaware Supreme Court Upholds Facial Validity of Fee-Shifting Provisions in Bylaws of Delaware Non-Stock Corporation -News from the Courts: -Court...more

Federal Court Rules Boilermakers Didn’t Decide All Issues And Orders Company To File A Form 8-K

by Allen Matkins on

At first glance, the plaintiff’s position in Bushansky v. Armacost, 2014 U.S. Dist. LEXIS 88072 (N.D. Cal. June 25, 2014) seems a bit peculiar. The plaintiff had filed suit challenging Chevron Corporation’s adoption of an...more

Focused on Franchise Law - June 2014

by Lewitt Hackman on

FRANCHISEE 101: Unsigned Franchise Agreement Binds Franchisee's Shareholder - Texas Appeals Court recently held in Pritchett v. Gold's Gym Franchising, LLC that a Texas forum-selection clause in a Franchise Agreement...more

A Shot In A Mug Of Beer May Not Be The Answer To This Exclusive Forum Bylaw Case

by Allen Matkins on

In March, Safeway and Albertsons announced that they had entered into a definitive merger agreement. As night follows day, litigation ensued. At least 12 class action complaints were filed by alleged stockholders of...more

Highlights From 2013 And Implications For 2014

During 2013 shareholder activism continued to surge and impact corporate-decision making. The Delaware courts also handed down several significant rulings during the year. ...more

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