Data Driven Compliance – James Tillen on the Importance of Cross-Functional Collaboration in Complying with the FTPF Offense
Nationwide FLSA Lawsuits Just Got Harder—Here’s Why - #WorkforceWednesday® - Employment Law This Week®
Data Driven Compliance: Understanding the UK’s New Failure to Prevent Fraud Offense with Sam Tate
(Podcast) The Briefing: No CTRL-ALT-DEL For the Server Test
Podcast - The 3 Core Themes of Trial Law: Know Your Court
The FTC’s Rule Banning Non-Compete Agreements | What You Need to Know
The Chartwell Chronicles: Florida Workers' Compensation
The Chartwell Chronicles: New Jersey Caselaw Updates
The Maritime Anti-Corruption Network: An In-Depth Conversation
Policyholders vs. Insurers: 3 Arguments to Make When Selecting Defense Counsel & Hourly Rates
JONES DAY PRESENTS®: The Mechanics of Multidistrict Litigation: Streamlining Complex Cases
The Chartwell Chronicles: Medical Provider Claims
A General Overview of Maryland Workers' Compensation
Elements and Defenses to Claim Petitions
NGE On Demand: The (Dilatory) Forum Defendant Rule and Snap Removal with Nick Graber
Redefining Personal Jurisdiction: SCOTUS rules on the Ford Cases [More with McGlinchey Ep. 19]
Workers' Compensation Academy: 2020: A Unique Year in Many Ways Including Changes in New Jersey Workers’ Compensation
Law School Toolbox Podcast Episode 263: Listen and Learn -- Subject Matter Jurisdiction
Chapter 15 Bankruptcy Issues, Venue, and Jurisdiction by Kristhy Peguero and Jennifer Wertz
The California Supreme Court handed a major victory to Delaware corporations facing shareholder litigation in California courts but left open questions about how durable the success will be. In EpicentRX v. Superior Court...more
Amid continuing reports of corporations reincorporating from Delaware, including Simon Property Group reincorporating from Delaware to Indiana, the location of its headquarters, and Texas and Nevada recently amending their...more
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
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
Last month in Bullock v. Rivian Automotive, California’s Fourth District Court of Appeal became the latest to enforce a federal forum provision (FFP) embedded in a Delaware corporation’s charter and affirmed dismissal of a...more
In recognition of the beginning of Passover at sunset tomorrow, today's post reprises this post from 2015...more
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
In the United States, companies can incorporate in any state of their choosing, regardless of where the company is headquartered or operates. The corporate law of the selected state will govern the internal affairs of the...more
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
If enacted, the amendments would significantly impact the risk-benefit considerations for public and private companies contemplating reincorporation or going public in a different jurisdiction. ...more
We recently represented Klaviyo, Inc. (NYSE: KVYO), in its $576 million initial public offering on the New York Stock Exchange. As has been extensively reported in the media, Klaviyo’s very successful offering represented the...more
Ten years ago, I questioned in this space whether a Delaware forum selection charter provision would survive constitutional scrutiny if it involved a de facto waiver of a jury trial...more
One of the first questions we receive from founders who are ready to legally form a company is where they should incorporate. The conventional wisdom is that for most companies intending to obtain outside financing, Delaware...more
In Lee v. Fisher, 34 F.4th 777 (9th Cir. 2022), the Ninth Circuit affirmed the dismissal of a shareholder derivative suit against The Gap Inc. (Gap), alleging violations of Section 14(a) of the Securities Exchange Act of...more
S’holders Rep. Serv. LLC v. DC Capital Partners Fund II, L.P., C.A. No. 2021-0465-KSJM (Del. Ch. Feb. 14, 2022) - While the Court of Chancery has exclusive subject matter jurisdiction over claims and remedies sounding in...more
The Seventh Circuit issued a resounding message: Delaware forum selection clauses in corporate bylaws cannot lawfully prevent a plaintiff from bringing claims under the Securities Exchange Act of 1934 (the Exchange Act or the...more
A recent Seventh Circuit decision in Seafarers Pension Plan v. Bradway may complicate defendants’ ability to use forum-selection bylaws as a basis for dismissal of derivative suits pleading claims under the Securities...more
As discussed in a previous client alert, The Boeing Company (Boeing) has faced shareholder litigation arising from the fatal crashes of two 737 MAX airplanes. In one such derivative suit filed under Section 14(a) of the...more
Three separate California Superior Courts have recently upheld federal forum provisions (“FFP”) in governing corporate documents to preclude state court actions under the Securities Act of 1933 (the “Securities Act”) (15...more
On September 1, 2020, the California Superior Court for San Mateo County granted Restoration Robotics, Inc. and certain individual defendants’ (collectively, “Restoration Robotics”) Motion for Reconsideration and Renewed...more
In the last two years, plaintiffs’ lawyers have increasingly been bringing lawsuits under the Securities Act of 1933 (“Securities Act”), such as claims relating to public offerings, in state rather than federal court. ...more
The Delaware Supreme Court, in reversing a Delaware Court of Chancery decision, upheld a corporate charter provision requiring stockholders bring claims arising under the Securities Act of 1933, as amended (the 1933 Act), in...more
The Delaware Supreme Court held federal-forum provisions, or FFPs, in charters of Delaware corporations are facially valid in Salzberg et al v. Sciabacucchi. The FFPs at issue generally provided that the federal district...more
In Sciabacucchi v. Salzberg, No. 346, 2019, 2020 WL 1280785 (Del. Mar. 18, 2020), the Delaware Supreme Court reversed a Delaware Court of Chancery (Laster, V.C.) decision declaring invalid a federal forum selection provision...more
The Delaware Supreme Court held on March 18 in Salzberg, et al. v. Sciabacucchi that the exclusive federal-forum provisions in certificates of incorporation for three Delaware corporations were not facially invalid....more