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Mergers › Forum Selection › Shareholder Litigation

Allen Matkins

Is Delaware Forum Selection Bylaw Binding On Shareholder Who Filed Suit When The Corporation Was Incorporated In California?

Allen Matkins on

In Drulias v. 1st Century Bancshares, Inc. 30 Cal. App. 5th 696 (2018), the plaintiff was a shareholder in a Delaware corporation whose board of directors approved a merger agreement and at the same time adopted a forum...more

Nutter McClennen & Fish LLP

M&A in Brief: Q1 2024

Nutter McClennen & Fish LLP on

In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more

Goodwin

Delaware Court of Chancery Holds Buzzfeed Not Bound by Pre-SPAC Merger Employment Agreements

Goodwin on

On October 28, 2022, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery ruled that the declaratory action brought by Buzzfeed Inc. against 91 current and former employees is not bound by arbitration provisions...more

Skadden, Arps, Slate, Meagher & Flom LLP

Continuing Trends in M&A Disclosure Litigation

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Over the past two years, the deal litigation landscape has changed dramatically. In early 2016, the Delaware Court of Chancery announced a new rule for evaluating disclosure-based settlements in deal litigation — the “plainly...more

Allen Matkins

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

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

Skadden, Arps, Slate, Meagher & Flom LLP

"Court of Chancery Continues to Clarify Views of Disclosure-Based Deal Litigation Settlements"

Skadden, Arps, Slate, Meagher & Flom LLP on

As previously discussed in Insights: The Delaware Edition, throughout the second half of 2015, the Delaware Court of Chancery began to question its long-standing practice of approving deal litigation settlements involving...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - October 2015

Skadden, Arps, Slate, Meagher & Flom LLP on

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

Skadden, Arps, Slate, Meagher & Flom LLP

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

Skadden, Arps, Slate, Meagher & Flom LLP on

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

Parker Poe Adams & Bernstein LLP

Forum Selection Bylaws–More Good News

Parker Poe Adams & Bernstein LLP on

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

Allen Matkins

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

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

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