Corporate

Recent Posts

Delaware Supreme Court Upholds Fee-Shifting Provision in Bylaws
Posted on 13 May 2014 by Francis G.X. Pileggi

ATP Tour, Inc. v. Deutscher Tennis Bund , Del. Supr., No. 534, 2013 (May 8, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Momentous Issue Addressed : The Delaware Supreme Court decided certified questions of law... Read More

Oklahoma Legislature Adopts Derivative Litigation Fee-Shifting Provision
Posted on 25 Sep 2014 by Kevin M. LaCroix

One of the most interesting recent developments has been the onset of innovative litigation reform efforts in the form of bylaw revisions. Among the most intriguing of these efforts involves fee shifting bylaws, whereby an unsuccessful claimant in intracorporate... Read More

Delaware Supreme Court Reinforces Importance of Clear and Precise Bylaw Provisions and Specifically Drafted Notices of Annual Meetings
Posted on 23 Jul 2015 by Sheppard Mullin

by John Stigi In Hill International, Inc. v. Opportunity Partners L.P. , No. 305, 2015, 2015 Del. LEXIS 322 (Del. July 2, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s grant of injunctive relief as it recognized the plaintiff... 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

Delaware Chancery Court Upholds “North Carolina Only” Forum Selection Bylaw
Posted on 10 Sep 2014 by Kevin M. LaCroix

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... Read More

Delaware Court of Chancery Analyzes Statutory Basis for Validity of Bylaws and Director Action
Posted on 29 Jan 2015 by Francis G.X. Pileggi

Sinchareonkul v. Fahnemann , C.A. No. 10543-VCL (Del. Ch. Jan. 22, 2015) [ an annotated version of this statute is available to lexis.com subscribers ] . Several aspects of this Court of Chancery opinion make it noteworthy. First, this declaratory... Read More

Update on Fee-Shifting Bylaw Issue in Pending Delaware Court of Chancery Case
Posted on 19 Sep 2014 by Francis G.X. Pileggi

Recent activity in the Delaware Court of Chancery has followed the Delaware Supreme Court’s May 2014 decision in ATP Tour, Inc v. Deutscher Tennis Bund , 91 A.3d 554 (Del. 2014), highlighted on these pages, which upheld a fee-shifting bylaw, at... Read More

Delaware Court of Chancery Analyzes Statutory Basis for Validity of Bylaws and Director Action
Posted on 29 Jan 2015 by Doug Esten

Sinchareonkul v. Fahnemann , C.A. No. 10543-VCL (Del. Ch. Jan. 22, 2015) [ an annotated version of this statute is available to lexis.com subscribers ] . Several aspects of this Court of Chancery opinion make it noteworthy. First, this declaratory... Read More

Delaware Proposes New Fee-Shifting and Forum Selection Legislation
Posted on 10 Mar 2015 by Francis G.X. Pileggi

Legislation is being proposed to ask the Delaware Legislature to limit the ability of corporations to adopt fee-shifting provisions in their charter and bylaws, but to provide additional support for adopting forum selection clauses in those same corporate... Read More

IPO Companies and Fee-Shifting Bylaws
Posted on 14 Oct 2014 by Kevin M. LaCroix

One of the more interesting recent developments in the D&O liability arena has been the emergence of issues surrounding fee-shifting bylaws. As readers will recall, in May 2014, the Delaware Supreme Court in the ATP Tours case upheld the validity... Read More

Challenge to Advance Notice Bylaw Given Expedited Review
Posted on 26 Apr 2012 by Francis G.X. Pileggi

Icahn Partners LP v. Amylin Pharmaceuticals, Inc ., C.A. No. 7404-VCN (Del. Ch. Apr. 20, 2012). Issue Addressed: Whether a challenge to an advanced notice bylaw should be given expedited treatment. That is, whether a colorable claim for interfering... Read More

Delaware Court of Chancery Hears Fee-Shifting Bylaws Argument
Posted on 25 Aug 2014 by Francis G.X. Pileggi

After the Delaware Supreme Court decision in ATP Tour, Inc. v. Deutscher Tennis Bund , Del. Supr., No. 534, 2013 (May 8, 2014) [an enhanced version of this opinion is available to lexis.com subscribers] , highlighted on these pages, in which the court... Read More

Delaware Legislative Revision Proposed to Restrict Fee-Shifting Bylaws Introduced
Posted on 28 May 2014 by Kevin M. LaCroix

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... Read More

The Latest on Arbitration Clauses in Corporate Bylaw Provisions
Posted on 20 May 2014 by Kevin M. LaCroix

In a recent post , I noted the Delaware Supreme Court’s ruling upholding the validity of bylaw provisions shifting the costs of litigation to an unsuccessful intra-corporate litigation claimant, which is the latest in a series of judicial decisions... Read More