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
An association’s board often confronts difficult decisions. One that is particularly challenging is whether and how to remove a sitting director....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
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
The Background: After unsuccessfully trying to convince the special committee not to implement a plan to liquidate a business line, which the controlling stockholder believed would destroy value, the controlling stockholder...more
When do controlling stockholders, exercising their voting power or selling stock, owe fiduciary duties to a Delaware corporation and its minority stockholders? This thorny question in corporate law may have a new answer...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
An often overlooked and critical function of operating a successful business is sound corporate governance. But what is corporate governance? Generally stated, corporate governance encompasses the rules, mechanisms and...more
One popular theory of the corporation is that it is a nexus of contracts. As Frank Easterbrook and Daniel Fischel pithily pronounced "Corporations are enduring (relational) contracts." F. Easterbrook and D. Fischel, The...more
I am often struck by the fact that the California General Corporation Law simply fails to address many very basic questions of corporate law and procedure, including the following...more
Buzzfeed v. Anderson, C.A. No. 2022-0357-MTZ (Del. Ch. Oct. 28, 2022) - In 2021, Buzzfeed engaged in a SPAC transaction wherein its stock was converted into stock in Buzzfeed’s post-SPAC corporate form. An IPO followed. In...more
Krauss v. 180 Life Sciences Corp., C.A. No. 2021-0714-VCW (Del. Ch. Mar. 7, 2022). The plaintiff was a former director and officer of a SPAC who became involved in litigation following its business combination. The...more
On April 11, 2022, Vice Chancellor Paul A. Fiorvanti of the Delaware Court of Chancery dismissed a stockholder challenge to an amendment of the certificate of incorporation of The Trade Desk, Inc. (the “Company”). According...more
On June 16, 2022, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted declaratory judgment in favor of plaintiffs — four members of the board of Aerojet Rocketdyne Holdings, Inc. (the “Company”), including...more
As we have previously discussed, Lee v. Robert J. Fisher et al., Case No. 20 Civ. 6163 (N.D. Ca.), is one of a growing number of derivative lawsuits brought against public companies (in this case, The Gap Inc.) alleging...more
On April 1, 2022, the Alaska Supreme Court issued Borer v. The Eyak Corporation, which may impact Alaska Native Corporation boards of directors and their corporate governance structures and policies. Courts only resolve...more
A company’s governing documents, whether they be corporate bylaws and shareholder agreements, limited liability company (“LLC”) operating agreements, or partnership agreements, typically include the rules and regulations for...more
On February 14, 2022, Vice Chancellor Lori W. Will of the Delaware Court of Chancery entered judgment in favor of Lee Enterprises, Inc. (the “Company”) and its directors following an expedited trial on claims for breach of...more
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
On January 10, 2022, Vice Chancellor Lori W. Will held that shares of defendant Matterport Inc. (“New Company”) issued to plaintiff in connection with the acquisition of Matterport Operating, LLC (“Legacy Company”) by a...more
The U.S. Court of Appeals for the Seventh Circuit held on Friday, January 7, 2022, that a district court erred in holding that Boeing Corporation could use its Delaware forum selection bylaw to force a shareholder derivative...more
Rosenbaum v. CytoDyn Inc., 2021 WL 4775410 (Del. Ch. Oct. 13, 2021) - The Delaware Court of Chancery recently upheld incumbents’ decision not to include insurgent director nominees on the ballot due to their failure to...more
Macrophage Therapeutics, Inc. v. Goldberg, C.A. No. 2019-0137-JRS (Del. Ch. Jun. 23, 2021) (Post-trial Memorandum Opinion) Macrophage Therapeutics, Inc. v. Goldberg, C.A. No. 2019-0137-JRS (Del. Ch. Jun. 23, 2021) (Letter...more
Sylebra Capital Partners Master Fund, LTD v. Perelman, et. al., C.A. No. 2019-0843-JRS (Del. Ch. Oct. 9, 2020) - Defendant Scientific Games Corporation (the “Company”) is a gaming and lottery company that reincorporated in...more
On August 31, 2020, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed breach of fiduciary duty claims asserted against the directors of USG Corporation by former stockholders following its...more
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and June 2020....more