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Shareholder Litigation Shareholders Articles of Incorporation

Farrell Fritz, P.C.

Over the Limit: Can Equity Trump the Certificate of Incorporation’s Share Cap?

Farrell Fritz, P.C. on

We often remark anecdotally that disputes over ownership status—whether one is or is not an owner—seem far more common in the context of LLCs than corporations. The contrast between the often-permissive structure of the...more

Allen Matkins

Does Guzman Supply An Answer To Moelis?

Allen Matkins on

I always enjoy hearing from readers of this blog.  Recently, I wrote: Reading these statutes together, it is relatively clear that Nevada, like Delaware, permits the articles of incorporation to vary the mandate that...more

Venable LLP

Class Voting Distinctions between Maryland and Delaware

Venable LLP on

The Supreme Court of Delaware recently issued a decision upholding long-standing precedent regarding Delaware’s class vote requirement. The case, In re Fox Corporation/Snap Inc. Section 242 Litigation, concerned amendments to...more

Smith Anderson

Recent Amendments to the North Carolina Business Corporation Act - Update

Smith Anderson on

The Business Law Section of the North Carolina Bar Association was active this past year in proposing certain changes to the North Carolina Business Corporation Act. Below is a summary of the amendments that were adopted this...more

Allen Matkins

Is The Right To Sue Officers A Power, Preference Or Special Right?

Allen Matkins on

Earlier this month the Electrical Workers Pension Fund, Local 103, I.B.E.W. filed a verified class action complaint in the Delaware Court of Chancery against Fox Corporation.  (Case No. 2022-1007-MTZ (filed Nov. 4, 2022)). ...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Applies the Internal Affairs Doctrine to Deny Stockholder Inspection Rights Under a Foreign State’s Law

In Juul Labs, Inc. v. Grove, 2020 Del. Ch. LEXIS 264 (Del. Ch. Aug. 13, 2020) (Laster, V.C.), the Delaware Court of Chancery held that the “internal affairs doctrine” bars a stockholder of a Delaware corporation headquartered...more

WilmerHale

Open Questions After the Landmark Decision in Salzberg

WilmerHale on

On March 18, 2020, in a landmark ruling in Salzberg v. Sciabacucchi, No. 346, 2019 (Del. March 18, 2020), the Delaware Supreme Court upheld the validity of provisions included in a Delaware corporation’s certificate of...more

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