News & Analysis as of

Forum Selection Board of Directors Fiduciary Duty

Nutter McClennen & Fish LLP

M&A in Brief: Q1 2024

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

Northern District of California Validates SEC’s “Shadow Trading” Theory of Insider Trading Liability

Goodwin on

Northern District of California Validates SEC’s “Shadow Trading” Theory of Insider Trading Liability; Seventh Circuit Reverses Dismissal of Stockholder Derivative Suit Against Boeing Based on Forum-Selection Bylaw; Delaware...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - August 2020

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and June 2020....more

Dechert LLP

Delaware Court of Chancery Rules Controlling Stockholder Gave Implied Consent to Personal Jurisdiction in Delaware on Basis of...

Dechert LLP on

In a decision with potentially far-reaching implications for private equity sponsors and other controlling stockholders, the Delaware Court of Chancery expanded the potential for liability for foreign-based controllers by...more

Sheppard Mullin Richter & Hampton LLP

California Court of Appeal Enforces Delaware Forum Selection Bylaw

In Drulias v. 1st Century Bancshares, Inc., No. H045049, 2018 WL 6735137 (Cal. App. Dec. 21, 2018), the California Court of Appeal, Sixth Appellate District, affirmed an order staying a stockholder lawsuit brought in the...more

Morris James LLP

Court of Chancery Invalidates Federal Court Forum-Selection Provision for Securities Cases

Morris James LLP on

Sciabacucchi v. Salzberg, C.A. No. 2017-0031-JTL (Del. Ch. Dec. 19, 2018) - Delaware law permits a Delaware corporation to include a forum-selection provision in its certificate of incorporation governing all “internal...more

Cooley LLP

M&A Team News - January 2016

Cooley LLP on

Here is a look back at the top M&A developments that affected deal-making last year and a look forward to our expectations for 2016....more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - October 2015

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

Goodwin

Reminder to Delaware Corporations of New Statute Effective Aug. 1, 2015 – Time to Amend Your Bylaws to Authorize Delaware as the...

Goodwin on

A great deal of attention has been paid over the past few years to efforts made by corporations to control in which courts fiduciary duty and other claims may be brought against directors and officers. Effective August 1,...more

Womble Bond Dickinson

Delaware General Corporation Law Amendments

Womble Bond Dickinson on

On June 24, 2015, Delaware Governor Jack Markell approved several important amendments to the Delaware General Corporation Law (the “DGCL”),[1] with such amendments generally becoming effective on August 1, 2015. These...more

Mintz - Securities & Capital Markets...

Delaware Bans Corporate Fee-Shifting Bylaws and Authorizes Delaware-Only Forum Requirement for Intra-Corporate Litigation

Delaware recently enacted new legislation to prohibit stock corporations from adopting fee-shifting bylaws and charter provisions, among other amendments to the Delaware General Corporation Law. The fee-shifting ban ends a...more

Mintz - Securities & Capital Markets...

Delaware Court of Chancery Upholds North Carolina Forum Selection Bylaw for Delaware Corporation

Yesterday, in City of Providence v. First Citizens BancShares, Inc., Chancellor Andre Bouchard of the Delaware Court of Chancery held in a case of first impression that the board of a Delaware corporation may validly adopt a...more

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