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Proposed Amendments Bylaws Corporate Governance

Fox Rothschild LLP

Prepare Now for Changes to the Minnesota Business Corporation Act

Fox Rothschild LLP on

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

BakerHostetler

The Delaware Supreme Court Provides Clarity for Advance Notice Bylaws

BakerHostetler on

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

Venable LLP

Court of Chancery Provides Further Guidance on Advance Notice Bylaw Amendments Amidst a Proxy Contest

Venable LLP on

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

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed Changes to Delaware Law Would Facilitate Ratification of Defective Corporate Acts, Disposition of Pledged Assets, Stock...

The proposed 2023 amendments to the Delaware General Corporation Law (DGCL) approved by the Delaware State Bar Association are intended to address a number of practical issues facing corporations and their counsel and to...more

White & Case LLP

ISS Issues Proxy Voting Guidelines for the 2020 Proxy Season

White & Case LLP on

On November 11, 2019, Institutional Shareholder Services, Inc. (“ISS”) published its proxy voting guidelines updates (the “2020 Updates”) for the 2020 proxy season, effective for meetings on or after February 1, 2020. The...more

King & Spalding

Minnesota Supreme Court Holds that Medical Staff Bylaws Are an Enforceable Contract

King & Spalding on

In an opinion released on December 31, 2014, the Supreme Court of Minnesota held that medical staff bylaws can be an enforceable contract and that a hospital’s medical staff (as an unincorporated association) can have the...more

Faegre Drinker Biddle & Reath LLP

Food Fights Make Bad Law

The axiom "hard facts make bad law" never held so true than in the case of the Minnesota Supreme Court's decision in Medical Staff of Avera Marshall Regional Medical Center vs. Avera Marshall, issued on December 31, 2014. ...more

Allen Matkins

Fee Shifting Bylaw Provisions May Face Constitutional Limitation

Allen Matkins on

The corporate governance world has been disquieted by Delaware Supreme Court Justice Carolyn Berger’s recent opinion that upheld the validity of a fee-shifting bylaw provision in the bylaws of a Delaware non-stock...more

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