The D&O Diary

The D&O Diary


Tag Archives: Delaware litigation

Guest Post: New Debate in January on Delaware Bylaws re Shareholder Liability

Posted in Director and Officer Liability
In numerous posts (most recently here), I have noted the ongoing controversy in Delaware on this issue whether or not companies organized under the laws of that state should be able to adopt so-called fee-shifting bylaws. In the following guest post, Tanya Dmitronow, Rachel Wolkinson, and Stacey Eilbaum, all of whom are litigation lawyers at… Continue Reading

Delaware Chancery Court Upholds “North Carolina Only” Forum Selection Bylaw

Posted in Corporate Governance
  Following the Delaware Chancery Court’s June 2013 ruling upholding the facial validity of the bylaw of Chevron Corporation designating Delaware as the exclusive forum for intra-corporate disputes, the adoption of forum selection bylaws has become mainstream. But while a number of companies have now adopted forum selection bylaws, the circumstances surrounding the adoption by First… Continue Reading

Delaware Legislative Proposal to Restrict Fee-Shifting Bylaws Held Over to Next Year

Posted in Corporate Governance
As I noted in a recent post (here), in response to a recent Delaware Supreme Court decision upholding the facial validity of fee-shifting bylaws, proposed legislation was  introduced in the Delaware General Assembly to limit the Supreme Court’s ruling and to restrict the ability of Delaware corporations to utilize their bylaws to shift the costs… Continue Reading

Delaware Corporate Bylaws: Even if the Company Can’t Fee Shift, it Can Still Forum Select

Posted in Corporate Governance
In light of the recent legislative initiative to restrict Delaware stock corporations’ use of fee-shifting bylaws, companies incorporated in Delaware have, as described in a recent Law 360 article (here, subscription required) a “smaller more defined toolbox” to reduce the burdens involved with shareholder suits.  As it stands, the article notes, the “sharpest tool in… Continue Reading

Delaware Legislative Revision Proposed to Restrict Fee-Shifting Bylaws

Posted in Corporate Governance
As discussed in a recent post (here), in a May 8, 2014 decision the Delaware Supreme Court upheld the facially validity of a nonstock corporation’s bylaw provision shifting attorneys’ fees and costs to unsuccessful plaintiffs in intra-corporate litigation. Because the court’s holding seemed to be equally applicable to stock corporations as well as to nonstock… Continue Reading

Despite Forum Selection Clause, Del. Chancery Court Declines to Enjoin Louisiana Action

Posted in Shareholders Derivative Litigation
Earlier this year, when Chancellor Leo Strine issued an opinion in the Chevron case upholding the validity under Delaware law of a forum selection clause in the company’s corporate by-laws, a number of questions remained unanswered, including in particular what would happen if, notwithstanding the forum selection provision, a shareholder nevertheless filed an action in… Continue Reading

Delaware Supreme Court Blasts Chancery Court’s Controversial Refusal to Recognize California Court Judgment

Posted in Shareholders Derivative Litigation
One of the more vexing litigation problems to emerge recently has been the proliferation of multi-jurisdiction litigation, where corporate defendants are forced to litigate essentially the same claim in multiple courts at the same time. This problem is a particular issue in the context of M&A litigation, although not contained to those kinds of lawsuits.… Continue Reading

Takeover Litigation in 2011

Posted in Shareholders Derivative Litigation
In their paper “A Great Game: The Dynamics of State Competition and Litigation” (here), Ohio State Law Professor Steven Davidoff and Notre Dame Finance Professor Matthew Cain analyzed the M&A related litigation during the period 2005 to 2010. I discussed this article in a prior post, here. In a newly released February 2, 2012 paper… Continue Reading

Delaware Chief Justice Myron Steele, SEC Enforcement Director Robert Khuzami at the Stanford Directors College

Posted in Securities Litigation
I am still out in the field and on assignment in Palo Alto at the Stanford Law School Directors’ College. The keynote speaker on the first full day of the event was Myron Steele, the Chief Justice of the Delaware Supreme Court. Later in the morning, SEC Enforcement Director Robert Khuzami presented what the conference… Continue Reading