Corporate

Recent Posts

Two Legal Surveys: Foreign Disputes in U.S. Courts and Fee-Shifting Bylaws
Posted on 3 Nov 2014 by Kevin M. LaCroix

An ever-present anxiety for globally-active non-U.S. companies is the possibility that they might find themselves having to deal with litigation in U.S. courts. This concern is warranted because certain attributes of the U.S. legal system – including... Read More

A Q&A with Mark Lebovitch of Bernstein Litowitz: A Plaintiffs’ Counsel’s Perspective on the Fee-Shifting Bylaw Debate
Posted on 10 Apr 2015 by Kevin M. LaCroix

One of the more significant recent developments in the corporate and securities litigation arena has been the emergence of the debate over fee-shifting bylaws following the Delaware Supreme Court’s May 2014 decision in ATP Tour, Inc. v. Deutscher... Read More

Raising Capital Outside of the United States
Posted on 29 May 2012 by Arina Shulga

Much has been said and written about how start-up founders can raise initial capital to launch and grow their businesses by getting funds from their friends and family, angel investors or VCs. I would like to bring to your attention an additional source... Read More

Exclusive Forum Appeal
Posted on 18 Oct 2013 by Brian JM Quinn

Am I the only one slightly disappointed that the plaintiffs in the Chevron exclusive forum bylaw provision case decided not to pursue their appeal to the Delaware Supreme Court? I'm interested in the question of how the court would treat forum provisions... Read More

Delaware Legislature Passes Fee-Shifting Bylaw Prohibition — What Questions Remain?
Posted on 15 Jun 2015 by Kevin M. LaCroix

In a late night session on June 11, 2015, the Delaware House of Representatives overwhelmingly passed S.B. 75, which prohibits Delaware stock corporations from adopting “loser pays” fee-shifting bylaws and which confirms that Delaware corporations... Read More

More on ATP and Fee-Shifting
Posted on 18 Nov 2014 by Brian JM Quinn

Stephen Bainbridge weighs in on fee-shifting bylaws and makes the argument that they are necessary to resolve the litigation crisis : There is a serious litigation crisis in American corporate law. As Lisa Rickard recently noted, “where shareholder... Read More

Though Delaware Legislature Has Tabled Action, Upcoming Judicial Review of Fee-Shifting Bylaws Seems Likely
Posted on 28 Jul 2014 by Kevin M. LaCroix

The Delaware Supreme Court stirred up quite a bit of controversy earlier this year in the ATP Tours, Inc. v. Deutscher Tennis Bund case when it upheld the facial validity of a fee-shirting by law [an enhanced version of this opinion is available to lexis... Read More

Delaware Drops Fee-Shifting Bar
Posted on 20 Jun 2014 by Brian JM Quinn

A couple of weeks ago, it looked the stars were aligning in a once in a generation way that would have the plaintiffs and defendants bar stand behind an unusual amendment to the Delaware code. That amendment would effectively prohibit firms from adopting... Read More

Delaware Corporate Bylaws: Even If the Company Can’t Fee Shift, It Can Still Forum Select
Posted on 3 Jun 2014 by Kevin M. LaCroix

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... Read More

Another Litigation Reform Bylaw Variant: The Minimum Stake to Sue Bylaw
Posted on 30 Jan 2015 by Kevin M. LaCroix

In prior posts , I have noted the growing phenomenon of companies adopting various types of bylaws as a self-help version of litigation reform. Delaware’s courts have already approved the facially validity of both forum-selection bylaws and of fee... Read More

Delaware Court of Chancery Upholds Bylaws with Forum Selection Clause
Posted on 26 Jun 2013 by Francis G.X. Pileggi

Boilermakers Local 154 Retirement Fund v. Chevron Corporation , C.A. No. 7220-CS (Del. Ch. June 25, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Issue Addressed : Enforceability of bylaws adopted by the Board... Read More

Proposed Addition to Delaware Corporate Statute Regarding Fee Provisions in Bylaws
Posted on 27 May 2014 by Francis G.X. Pileggi

A proposed new addition as well as related amendments to the Delaware General Corporation Law would limit the impact of a recent Delaware Supreme Court decision in ATP Tours, Inc. v. Deutscher Tennis Bund (No. 534, 2013, May 8, 2014), highlighted on these... Read More

Proposed Addition to Delaware Corporate Statute Regarding Fee Provisions in Bylaws
Posted on 27 May 2014 by Doug Esten

A proposed new addition as well as related amendments to the Delaware General Corporation Law would limit the impact of a recent Delaware Supreme Court decision in ATP Tours, Inc. v. Deutscher Tennis Bund (No. 534, 2013, May 8, 2014), highlighted on these... Read More

Battle Builds in Delaware Over Fee-Shifting Bylaws
Posted on 1 Dec 2014 by Kevin M. LaCroix

Earlier this year, after the Delaware Supreme Court upheld the facial validity of fee-shifting bylaws in the case of ATP Tour, Inc. v. Deutscher Tennis Bund (as discussed here ), a legislative initiative quickly emerged to restrict the case’s holding... Read More

Chevron Seeks to Certify Question
Posted on 4 Feb 2014 by Brian JM Quinn

So, you'll remember the Boilermakers case in which the validity of Chevron and FedEx's forum provision bylaws were challenged in the Delaware Chancery Court. In that case, Chancellor Strine was asked to rule on the facial validity of the forum... Read More