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Business Litigation Jurisdiction Corporate Governance

Akin Gump Strauss Hauer & Feld LLP

Judicial Committee of the Privy Council Declares the End of the ‘Shareholder Rule’ Regarding Privilege

In a landmark ruling handed down on 24 July 2025 (Jardine Strategic Limited (Appellant) v Oasis Investments II Master Fund Ltd and 80 others (Respondents) No 2 (Bermuda) [2025] UKPC 34), the Judicial Committee of the Privy...more

Marshall Dennehey

New York Court Reaffirms Internal Affairs Doctrine, Denies Standing in Derivative Suit Against English Corporation

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Ezrasons, Inc. v. Rudd, No. 2, --- N.E.3d ---, 2025 WL 1436000 (May 20, 2025) - “Few principles are more firmly entrenched in corporate law than the internal affairs doctrine, a choice-of-law rule providing that, with rare...more

Herbert Smith Freehills Kramer

California Supreme Court Confirms General Enforceability of Delaware Court of Chancery Forum Selection Clauses

Forum selection clauses have long been a feature of commercial contracting. Since then-Chancellor Strine’s decision in Boilermakers Local 154 Ret. Fund v. Chevron Corp., Delaware corporations have routinely included such...more

Clark Hill PLC

California Supreme Court strengthens forum selection clause enforcement

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The California Supreme Court’s July 21 decision in EpicentRx, Inc. v. Superior Court resolves a longstanding uncertainty around enforcement of forum selection clauses under California law, holding that the absence of jury...more

Farrell Fritz, P.C.

Court of Appeals Again Bolsters Internal Affairs Doctrine, This Time Clipping Derivative Suits Brought on Behalf of Foreign...

Farrell Fritz, P.C. on

Section 626 of New York’s Business Corporation Law governs standing to sue derivatively in New York.  It states that “an action may be brought in the right of a domestic or foreign corporation . . .  by a holder of shares or...more

Kennedys

Delaware Court of Chancery forum selection clause found enforceable by California Supreme Court, despite depriving plaintiff the...

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Delaware corporations headquartered in California can now successfully move to dismiss investor suits filed in California when the corporations’ governing documents contain forum selection clauses mandating the Delaware Court...more

Goodwin

California Supreme Court Delivers Major Win for Delaware Forum-Selection Clauses

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On July 21, 2025, the California Supreme Court issued a decision in EpicentRx, Inc. v. Superior Court of San Diego County, which held that an exclusive forum-selection clause designating a forum where a civil jury trial would...more

Jackson Walker

Texas Business Court Denies Severance in Multi-LLC Dispute—Signals Broad View of Jurisdiction

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In a recent decision out of the Texas Business Court’s Eleventh Division—Kassam v. Dosani, Cause No. 24-BC11A-0021—the court refused to let defendants fracture a complex business dispute into smaller pieces. The result? A...more

Jackson Walker

New Texas Legislation Means More Corporate Cases Will Be Resolved in Specialized Texas Business Courts

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The Texas Legislature has refined the structure and jurisdiction of the Texas Business Court through amendments signed by Governor Abbott on June 21, 2025. The changes aim to broaden the court’s authority, streamline complex...more

Jackson Walker

Texas Business Court Asserts Jurisdiction in $95 Million Texas Lottery Dispute

Jackson Walker on

A recent decision from the Texas Business Court, Reed v. Rook TX, LP, centers on a dramatic claim: Jerry Reed, who “won a $7.5 million Lotto Texas jackpot in May 2023,” alleges that “his winnings would have been $95 million...more

Katten Muchin Rosenman LLP

Texas Governor Signs HB 40, Expanding Jurisdiction of the Texas Business Court - Delaware Court System Faces Increased Industry...

On the final day of the 89th Legislative Session, the Texas Legislature passed House Bill 40 (HB 40) to expand the jurisdictional and operational framework of the Texas Business Court. The Bill has since been signed by...more

Vinson & Elkins LLP

House Bill 40 Approved by the Texas Legislature—Expanding Business Court Jurisdiction and Operations

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As an update to Vinson & Elkins’ prior coverage of House Bill 40 (“H.B. 40”)—new legislation that expands the jurisdiction and operations of the recently opened Texas business courts—both houses of the Texas Legislature...more

Husch Blackwell LLP

Major Changes in the Jurisdictional Laws in Illinois

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Senate Bill 328, as amended, makes significant changes to the law governing jurisdiction in Illinois, which would change Illinois from a specific jurisdiction state to a general jurisdiction state for actions that allege...more

Vinson & Elkins LLP

What Litigators Should Know About Texas Corporate Governance Reforms Under SB 29

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On May 14, 2025, Texas Governor Greg Abbott signed into law Senate Bill 29 (“SB 29”), which significantly reforms the Texas Business Organizations Code (“TBOC”). With these reforms, Texas aims to create a legal environment...more

Jones Day

Delaware Restores Balance and Provides Greater Certainty for Fiduciaries and Stockholders Alike

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On March 25, 2025, Delaware enacted amendments to the Delaware General Corporation Law ("DGCL") that provide much-needed clarity, promote predictability for the benefit of stockholders and fiduciaries alike, and appropriately...more

King & Spalding

Comparing the Business-Focused Courts of Delaware, Texas, and Nevada

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Over the last year, a discussion has accelerated around Delaware’s status as the favored state of incorporation for business entities, with many ventures debating whether they should choose to incorporate in Delaware or, if...more

Womble Bond Dickinson

Delaware Court of Chancery Reminds Delaware Counsel of the Court’s Expectations

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The Delaware Court of Chancery is the nation’s preeminent business court due to the large number of businesses that call Delaware home. Both Delaware state and federal courts require Delaware counsel to be actively involved...more

Frost Brown Todd

Legislature Takes Steps to Ensure Texas Remains the Most Business-Friendly State in the Union

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On February 27, 2025, Senator Bryan Hughes (R-Tyler) filed Senate Bill 29 (S.B. 29), proposing several corporate reforms designed to ensure that Texas remains the premier business-friendly jurisdiction in the nation. If...more

Allen Matkins

Nevada Bill Would Bestow Personal Jurisdiction On Business Entities Who Simply Register

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Earlier this month, Nevada Assemblymember Erica Roth introduced a bill, A.B. 158, to authorize Nevada courts to exercise general personal jurisdiction over entities on the sole basis that the entity...more

Allen Matkins

Can DExit Be Ended By Amputating The Chancellor’s Foot?

Allen Matkins on

During over four decades of legal practice, any questioning the quality and predictability of the Delaware Court of Chancery was nothing short of heretical.  That changed with one famous post by Elon Musk ("Never incorporate...more

Vinson & Elkins LLP

Texas Business Court Could Make Litigation Faster, More Efficient

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Texas’ new business court, which the state hopes will make complex litigation more efficient, opens in less than four months. And while there’s still uncertainty about how the court will operate, its structure and the Texas...more

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