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Rules for rewarding 'super' condo board members
An association’s board often confronts difficult decisions. One that is particularly challenging is whether and how to remove a sitting director....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
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
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
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
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
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
On July 11, 2024, the Delaware Supreme Court (the “Court”) issued a landmark ruling in Kellner v. AIM Immunotech Inc., providing crucial guidance on the standards for evaluating challenges to advance notice bylaws. This...more
In this recent case, Kellner v. AIM ImmunoTech, the Delaware Supreme Court articulated a two-part framework for judicial consideration of advance notice bylaws in the event of a challenge to their adoption, amendment or...more
The Delaware Supreme Court on July 11 partially reversed the Delaware Court of Chancery decision in Kellner v. AIM ImmunoTech, which had held that certain advance notice bylaw provisions were “facially invalid,” holding...more
In a much-anticipated decision, the Delaware Supreme Court echoed the Court of Chancery's pronouncement that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial...more
On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that...more
California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business". Thus, if the authorized number of directors is 7 and there...more
Stockholder plaintiffs’ law firms have recently filed several virtually identical complaints in the Delaware Court of Chancery challenging often used public company advance notice bylaws as facially invalid. Against this...more
The last three months have seen a jump in shareholder lawsuits challenging “advance notice” provisions in company bylaws. Advance notice provisions are ubiquitous among Delaware public companies....more
On December 28, 2023, Vice Chancellor Lori W. Will of the Delaware Court of Chancery issued a post-trial ruling upholding the decision by the board of directors of AIM Immunotech Inc. to reject a director nomination notice...more
Closed-end investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), have proven to be a product sought by many investors, especially individuals. Despite their appeal to long-term...more
On January 17, 2024, the Delaware Supreme Court issued a significant decision affirming that the Delaware General Corporation Law (the DGCL) does not require companies with multiple classes of common stock to obtain separate...more
Hi In “a tale of wins and losses on both sides,” the Delaware Court of Chancery reiterated that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial scrutiny to...more
We’ve all read countless headlines and articles about the removal and swift return of Sam Altman as CEO of OpenAI over the past several weeks. Simply put, the nonprofit board voted to remove Altman as a result of a...more