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Shareholders Choice-of-Law

Allen Matkins

When Two Corporate Laws Diverge, Does Choosing One Make All The Difference?

Allen Matkins on

In a new article, professor of law Wendy Gerwick Couture aims for "a fuller understanding of Nevada corporate law, both substantively and theoretically, as compared with Delaware corporate law".  For the title and them of her...more

Allen Matkins

Does California Or Colorado Law Apply To The Articles Of Incorporation of A Colorado Corporation?

Allen Matkins on

I suspect that many practitioners would assume that the law of the state of incorporation would determine the viability of an exculpation clause in a corporation's articles of incorporation.  Thus, I was surprised to read...more

Allen Matkins

I Say Again That Section 2116 Says Nothing About Officers

Allen Matkins on

Recently, I took note of the fact that the California Supreme Court as granted review of EpicentRx, In.c v. Superior Court, 95 Cal. App. 5th 890 (2023), review granted 539 P.3d 118 (2023).   This was a case that...more

Allen Matkins

Can A Charter Amendment Fix Con Ed?

Allen Matkins on

In a recent post, Professor Ann Lipton noted a proposed charter amendment intended to address the so-called "Con Ed" problem.   In Consol. Edison, Inc. v. Ne. Utilities, 426 F.3d 524 (2d Cir. 2005),  the stockholders of...more

Freiberger Haber LLP

Derivative Standing and The Internal Affairs Doctrine

Freiberger Haber LLP on

By: Jeffrey M. Haber The internal affairs doctrine is a “conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs—matters peculiar to the...more

Farrell Fritz, P.C.

Derivative Standing and the Internal Affairs Doctrine

Farrell Fritz, P.C. on

Choice-of-law questions in shareholder derivative lawsuits venued in New York courts involving out-of-state or international entities can be confoundingly difficult, even for appeals court judges....more

Morris James LLP

Chancery Holds Statutory Rights to Inspect Books and Records of a Delaware Corporation are Subject to the Internal Affairs...

Morris James LLP on

JUUL Labs, Inc. v. Grove, C.A. No. 2020-0005-JTL (Del. Ch. Aug. 13, 2020) - Stockholder inspection rights are a core matter of the governance of a corporation. This decision holds that, pursuant to the internal affairs...more

Farrell Fritz, P.C.

The Demanding Demand Requirement in Shareholder Derivative Actions

Farrell Fritz, P.C. on

Business divorce cases more often than not include claims against the controlling owners for diversion or waste of company assets,  usurpation of corporate opportunity, taking excessive compensation and the like. The party...more

Womble Bond Dickinson

Update on Piercing the Corporate Veil

Womble Bond Dickinson on

In Pertuis v. Front Roe Restaurants, Inc., 423 S.C. 640, 817 S.E.2d 273 (2018), the South Carolina Supreme Court has provided important new guidance in the area of “piercing the veil” of brother-sister corporations. All five...more

Proskauer - The Capital Commitment

Veil-Piercing Under California Law – Heightened Risks for Fund Managers

We recently posted about the risks associated with veil-piercing claims and the ways in which fund managers can protect themselves from exposure to these claims. Our first post on veil-piercing focused on Delaware standards,...more

Goodwin

Business Litigation Reporter - June 2016

Goodwin on

Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...more

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