Beyond the Bylaws: The Medical Staff Show | The Role of Bylaws in Medical Staff Governance, Part II
Beyond the Bylaws: The Medical Staff Show - Medical Staff 101
Nonprofit Basics: Amending Nonprofit Corporation Bylaws
Litigation developments: federal forum provisions
Meritas Capability Webinar - Controlling Where to Fight and Who Pays for it?
Rules for rewarding 'super' condo board members
In a real-life case of adding insult to financial injury, companies harmed by the disloyal actions of their former partners, officers, managers or employees (the “former insiders”) may also have to pay their legal fees when...more
On July 21, 2025, the California Supreme Court issued a significant decision clarifying that a forum selection clause in a company’s certificate of incorporation is not unenforceable simply because the selected forum (here,...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
An association’s board often confronts difficult decisions. One that is particularly challenging is whether and how to remove a sitting director....more
With many hospitals turning to exclusive contracts to manage clinical services, understanding when statutory protections may be violated or when contracting decisions run opposed to medical staff bylaws is crucial. In a...more
Almost overnight, generative artificial intelligence (GenAI) has become ubiquitous in numerous aspects of life, both personal and work-related. Nearly all major law firms have begun to explore and, in many instances, have...more
In reviewing a recent agreement, I came across the following interpretive provision...more
Minnesota corporations should review their articles and bylaws to determine whether they should be updated in light of recently enacted amendments to the Minnesota Business Corporation Act (MBCA), which take effect on Aug. 1,...more
Host Nick Healey welcomes back to the show Husch Blackwell partner Ellee Cochran and Melanie Durfee, a director of medical staff services for a 205-bed acute care hospital in Idaho, for the second and concluding part of a...more
Invoking the recent Delaware Supreme Court decision Kellner v. AIM ImmunoTech Inc., 320 A.3d 239 (Del. 2024) (“Kellner”), the Court of Chancery held that equitable challenges to the enforceability of advance notice bylaws are...more
Business Corporation Law § 619 (“BCL”) gives shareholders an “exclusive method . . . to test the validity of an election of a director.” Specifically, BCL § 619 states...more
Nearly 13 years ago, I ruminated on the question of whether corporations are required to have bylaws. As far as California is concerned, there is no requirement that a corporation in fact have bylaws, although virtually all...more
Welcome to the inaugural episode of Beyond the Bylaws: The Medical Staff Show! In this debut episode, podcast host Nick Healey, Healthcare Partner at Husch Blackwell, brings listeners into the important but sometimes...more
I. Types of Business Entities - 1. Description of the types of entities available - In Chile, there are different types of entities available to establish a business. The most common entities for foreign investment...more
2024 brought several important decisions of the U.S. Supreme Court (SCOTUS) and the courts of the state of Delaware concerning how corporations, their boards of directors and officers interact with investors, regulators and...more
In light of recent attention to closed-end fund governance in general and to bylaws in particular, we offer this brief reminder of the value of a periodic review of the bylaws of Maryland corporations and statutory trusts...more
Centrella v. Avantor, Inc., C.A. No. 2022-0876-NAC (Del. Ch. July 1, 2024) - It is common for Delaware corporations to provide advancement rights to their officers and directors. In this post-trial decision from the Court...more
Over the past decade, Maryland-incorporated real estate investment trusts ("REITs") have been under increasing pressure to eliminate or reduce defenses against unsolicited takeovers. Boards have been declassified, directors...more
A recent monumental decision of the Delaware Supreme Court (Court), dubbed a “first-of-it-kind” ruling by Bloomberg Law, provides clarity for both public companies looking to amend their bylaws and shareholder activists who...more
On October 7, 2024, the Supreme Judicial Court (“SJC”) heard oral arguments from the Attorney General’s Office and the Town of Milton regarding the Town of Milton’s noncompliance with the so-called MBTA Communities Act. For...more
What Exactly Are Advance Notice Bylaws? Delaware General Corporation Law (DGCL) Section 211(d) provides the statutory framework for advance notice bylaws. Advance notice bylaws are an optional set of bylaw provisions...more
In its unpublished M.A.C. Rule 23.0 decision affirming the Land Court’s ruling, the Massachusetts Appeals Court concluded in Kearsarge Walpole LLC vs. Zoning Bd. of Appeals of Walpole, Mass. App. Ct., No. 23-P-128 (2024) that...more
A foundation company is a vehicle unique to the Cayman Islands. It has features akin to a company, retaining separate legal personality and limited liability, whilst functioning in a manner similar to a civil law foundation...more
Ninth Circuit Affirms Dismissal of Insider Trading Claims Against Satellite Operator Investors Based on Stock Sales After FCC Chairman Vote - In re Silver Lake Grp., LLC Sec. Litig. (9th Cir. July 24, 2024) What to...more
I was talking with Cooley partner Brad Goldberg about how he has been helping quite a few companies revisit their bylaws in response to the Delaware Supreme Court’s recent Kellner decision....more